I'll be here for you and follow you anywhere
by HandAssassinSpider-man
Summary: Peter Parker and Veronica Lodge come from two completely different backgrounds. One from wealth, one from not so wealthy. One's popular and a bully while the other is a not so popular nerdy wall flower. And yet despite the differences in class, the secrets and eventually living on other ends of the country, the two still find a way to sort of make what they have work... mostly.
1. Chapter 1

So, this story came to me after I just binged watched the holy hell out of the first two seasons of Riverdale, great show, great show. Basically, this will be a story where before Veronica came to Riverdale, she met and befriended Peter. Now originally, I was going to have it that Veronica was attending Midtown High, but I decided to change things up a bit and have it that Peter got into The Spence School by way of a transfer because of his grades. No idea if that's even possible but I say fuck it.

This will be strictly a Peter x Veronica pairing with the ever-troublesome drama of a love triangle thrown into the mix of it because, Parker Luck.

This chapter and the next ten or so will be set before Veronica moved to Riverdale and it'll continue to go from there. Just a quick heads up, half the time when we jump to Veronica's POV or Peter's when he does get to Riverdale, it won't be very exciting in terms of action because most of Peter's Rogues have no reason to go to Riverdale... key word there, most.

But expect serious feels none the less.

Disclaimer: I don't own any Marvel or Riverdale characters seen, mentioned or used.

* * *

Peter Parker at times really wise that his spider-sense would do more than simply go off when he was about to get hit, stabbed or shot or even when something super dangerous like a bomb was about to go off. He wishes this because more often than not, Peter will somehow walk into or more accurately get dragged into a series of events that while not dangerous to him in terms of lethality, still leave him exhausted, scarred and occasionally beaten if not in reality then metaphorically.

Right now, he was experiencing one of those times.

"Transferred?" Peter said with wide eyes as he sat down across from his Aunt May not longer after he got home from school and before he decided to sneak out for a quick patrol of the Big Apple.

"Yes, transferred" Aunt May said with a simple nod as she took a sip of her tea, at least Peter thinks it's tea, sweet tea to be exact.

Peter blinked several times as he stared at the calm expression of his aunt "Uhhh whhhhhhy?"

His Aunt frowned at this "Do I really have to explain why I'm having you transferred from a school that's been attacked at least nine times this pass year by a bunch of crazed criminals?"

"Oh…" Peter sounded before he shook his head "But Aunt May-"

"No buts Peter, I already sent in your application and they've accepted it" Aunt May said curtly as she took another sip of her drink before she reached over to her purse and pulled out the brochure for the new school that Peter will be attending next week.

Peter took the brochure and looked at it before his eyes widened at the name of the school "Spence?!"

"Yes, they also have a great science department, something I knew you'd love" Aunt May said with a pleased smile on her face as Peter scanned the brochure.

"B-But Aunt May, this is pretty much a private school! The cost alone wou-"

Aunt May held her hand up at this "That's already been taken care of"

Peter frowned at this "What do you mean? Better yet, how?"

"I have my ways" Aunt May said with a smirk on her face, causing Peter to stare at her with a blank look before she rolled her eyes "I called in a few favors…"

"Who owes you those kinds of favors?" Peter said with surprise.

"Spence's principle used to by my roommate in college" Aunt May said with a shrug "She's also part of my book club that I go to on Saturdays and we've been talking for the past few weeks about you attending her school in light of the recent incident at Midtown"

Peter sighed at this "Aunt May, it wasn't that ba-"

"Peter" Aunt May interrupted with a scowl "The Beetle, a criminal wanted in over three countries for murder, kidnapping and arson, had attacked your school and nearly killed seven people and crippled another three"

Peter winced at that "Yeah, b-but Spider-man was able to-"

"But that's the problem Peter" May said with her shoulders sagging "Spider-man won't always be there. One day, he's going to be on the other side of the city when the next crazy attacks that place and then what?"

' _Well, that's unlikely to happen since I happen to be Spider-man'_ Peter thought with a sigh, but he couldn't deny that his Aunt made a good point.

Thanks to the frequent sightings of Spider-man near the school over the past year, several of his enemies have begun to suspect that Spider-man lived or even worked nearby and have since began to attack his school in the hope of drawing the wall crawler out or even kill him in his civilian persona. Thankfully no one has been killed in the past attacks, but Peter was willing to bet the next time he won't be so lucky, the last one caused by the Beetle was far too close.

After a few moments of silence, Peter let out a sigh of defeat and nodded "So, when do I start?"

"Next Monday" aunt May said, pleased that her nephew wont fight her on this, it was for the best.

Peter nodded at this as he sat up "Well, I better call Harry and Gwen and let them know that as of next week, I'll be a Spence kid"

Aunt May chuckled at this "Peter you'll be fine. Once more, Flash won't be there, so you'll have nothing to worry about"

"Yeah, instead of getting picked on by a bunch of jocks, it'll be the trust fund scouts" Peter said with an eye roll "And they'll have a field day with the classic 'nerdy poor kid attending rich kid school'"

"Peter, it's twenty eighteen, not two thousand three" Aunt May said with a chuckle.

Peter snorted at this as he grabbed his backpack off the floor and slung it over his shoulder as he made his way out of the kitchen "Tell them that"

"I'm sure you can pass the message on" Aunt May called back with a laugh "Don't forget, dinner's at seven"

"Yesssss Aunt May" Peter called back as he quickly made his way upstairs and to his room.

It wasn't until Peter got to his room and closed the door, and locked it as a precaution, that he let his grin fall and let it be replaced with a saddened look. He dropped the bag to the ground before he wandered over to his bed and collapsed with a huff.

"Great, just great…" Peter said as he stared up at the ceiling of his room with a scowl of annoyance.

He didn't want to leave Midtown High and moving schools won't stop the attacks on it either. Peter was willing to bet that his enemies will still be taking shots at Midtown until they begin to hear that Spider-man was spotted near Spence and start the cycle all over again and throw even more innocent people in danger.

' _And give Jameson even more ammo to blast me with'_ Peter thought with an eye roll _'I can hear it now, Spider-man drags another school into the crossfire, this time with the children of Manhattan's elite…'_

Peter inhaled and exhaled loudly before he sat up and rubbed the back of his head in aggravation before he went over to his bag and picked it up. He undid the zipper and reached in to pull out the red colored mask he wore as Spider-man, the white reflective lenses staring up at him. Peter examined his reflection for a moment before he shook his head and tossed the mask back into his bag before throwing said item on his bed and wandered over to his desk, filled with a bunch of textbooks, notebooks for both school and his late night activities and lap top.

The lap top wasn't new or state of the art like the ones from Stark, Alchemax or even Oscorp but thanks to a few additions and modifications that Peter has made to it with parts from a bunch of other computers, desktop or otherwise, and what he's bought from the nearby Best Buy over the months, it ran even better than any other laptop currently on the market that hadn't had several grand thrown into it for gaming…

"Note to self, improve resolution for Fortnite when given the chance" Peter mumbled to himself as he started up his computer, switched on his software's protective measures and quickly entered his password and logged in.

If Peter was going to be attending Spence next Monday, he might as well get to know the place, and figure out some routes he can take should he ever have to sneak out and go do Spider-man related stuff… or more likely avoid any new bullies he was certain to make there for being himself… and economically challenged.

"Oh Peter, your about to trade one class of harassment for another" Peter said as he began to read up on the school's classes and programs. After reading a few articles he let out a grim chuckle "At least they'll be intellectual peers, which means more creative and smart insults, hurraaaaay…"

…

Several hours later, and after Aunt May fell asleep, Peter silently made his way out of his and his Aunt's apartment window, dressed in dark clothing to avoid being seen better, and made his way to the top of the building. Once he was sure no one was around that could see him, he quickly dressed into his red and blue Spider-man suit, webbed up his clothes and secured them somewhere safe, and leaped off the rooftop with an inhuman leap.

Peter let out a small breath as he let gravity bring his body towards the bustling street below and waited until the last moment before he shot off a web line. The line went taught and with Peter's built up momentum, swung only a few feet above the ever flowing traffic of taxis and launched himself into the air.

Peter contorted his body into a series of near impossible flips and acrobatic poses that put the greatest gymnasts in the world to shame as he soared through the air before he shot out another web line to swing from once he started to approach the ground again.

The next half went largely the same as Peter made his way from Queens and into Manhattan where his acrobatic stunts became more complex as he gained more air from the falls and launching himself off his web lines.

' _Gotta say, this definitely beats any roller coaster I've been on'_ Peter thought as he landed on a ledge that over looked the city.

The Empire State Building only a few blocks ahead of him, the Avengers Tower just peeking out from behind the famous landmark. Peter glanced up at the tall building with narrowed lenses, entertaining the idea of climbing the tall structure. Something he's realized, he never done before.

"I've climbed Avengers Tower, nearly got shot at by a bow eliding eggplant, climbed Fisk Towers and nearly got killed by the stay puff marshmallow man's ugly step sister, climbed Oscorp tower and nearly got killed by a pumpkin throwing maniac and climbed the Chrysler Building and watched a nice sun rise…" Peter said as he stood up and stared at the once tallest building in the world before he shrugged "Meh, why not, it's been quiet to-"

A scream suddenly tore through the nighttime air, causing Peter to instantly turn towards the source of the scream with narrowed lenses.

"Spoke too soon" Peter said as he raced to the other end of the building before he jumped off the ledge and fell for several stories before shooting a web line out and swinging off into the direction of the scream.

It only took Peter a few seconds to cover the distance of two city blocks, thank you enhanced hearing, and arrive at the location of the scream. Peter's eyes narrowed as he stuck to the side of a building and looked don into a alleyway to see a young woman surrounded by four men with a fifth lying on the ground not too far away, clutching his groin and moaning in pain. It took Peter only two seconds to put together what happened based on what he was looking at.

Young pretty girl who looks like she was clubbing was walking down the street, in the middle of the night, got cornered by some less than friendly individuals, one of them got to handsy and close, girl whacks him where it counted and now whatever was going to happen to her originally was possibly going to get worse.

Peter cracked his neck to work out a slight kink that's been building ever since he got sucker punched into a ice cream truck by Scorpion last week and began to quickly crawl down the side of the building, being mindful to stick to the shadows as much as his bright red and blue suit would allow. When Peter found himself only a few meters above the group of men, who had since cornered the young woman up against the wall, he decided to announce his presence by loudly clearing his throat.

"Uh excuse me?" Peter said, causing the men to jump and look around for the source of the voice before one of them chanced looking up to see Peter's red and blue form in the darkness.

The man plaed as he took a step back and pointed upwards "It's the-"

"Grinch!" Peter gasped as the rest of the men and woman looked up at Peter as used his feet to remain stuck to the wall while he rested his hands on his knees and looked down at the men with narrowed eyes "Now don't take this the wrong way fellas, but I couldn't help but notice you all cornering this young lady here, who looks less than happy to be surrounded by a bunch of sketchy looking guys in the middle of the night in a ghetto looking alley that looks like it belongs in a crappy 'CW' crime drama-"

"Oh my god, do you ever shut the hell up!" one of the men said as he held his hands to his head to try and drown out Peter's voice.

"Well that's rude!" Peter said with a shake of his head before he glanced down at the young woman and was about to ask her if she agreed with him before whatever words he was about to say died in his mouth as he finally got a good look at the person he apparently was going to save.

She was young, much younger than Peter thought, possibly around his age and dressed in a black shirt with mesh sleeves and a black leather mini-skirt that showed off her long-toned legs. She was slender, but also possessed a voluptuous physique that in Peter's mind trumped any girl at his school, even the ever so popular, ever so beautiful Liz Allan. Her face which was marred with sweat and makeup, likely from clubbing so hard, was framed perfectly by medium length glossy jet-black hair and the most expressive brown eyes he's ever seen.

' _Holy parcheesi…'_ Peter thought before the sudden tingling of his spider-sense dragged him from his thoughts along with the click of a pistol's safety going off.

Peter turned back to see one of the men had pulled out a nine-millimeter and aimed it at Peter. The Queen's born vigilante and Avenger hopeful one day stared at the weapon with an unconcerned look under his mask while the young woman merely let out a small whimper at the sight of the gun, fearing that things were about to get even worse than they already had. But her fears were quickly erased by the sound of laughter from the red and blue hero on the wall above her.

"Really?" Peter said as he nodded towards the man that had his gun aimed at Peter's figure "A semi-automatic gun? That's what you bring to this fight?"

The man and his companions looked at Peter with surprise as the red and blue cladded vigilante began to openly laugh at them.

"This- oh this is just priceless!" Peter said as he slapped his knee "Dude, I regularly dodge fire from freakin SMG's, you really think I'll have any trouble dodging a gun that shoots one round at a time?! BWA-HAHAHAHAHA!"

"SHUT UP!" the man growled in anger as he took aim at Peter, his finger on the trigger "Or your-"

"Oh wait, let me guess I'm a dead man?" Peter said before he broke into another fit of laughter "Man, you guys are like, the most stereotypical criminals I've ever met. What, what's next? You gonna say 'I ain't going back to the joint' when I'm done whooping you all into next week?"

"Aw screw this punk Lenny, waste him!" one of the men said before his mouth was suddenly covered by a glob of webbing.

That was all Lenny needed before he squeezed the trigger, the shot echoed through the night and caused the young woman to shriek in terror and crouch down to the ground, her hands over her head as Peter leaped out of the way of the bullet with a single leap and shot two web lines towards the ground. Each line connected to the ground on each side of the lone gun wielding thug as he tried to take aim at Peter again. He never got to squeeze the trigger as a pair of red booted feet slammed into the man's chest after the wall crawler pulled himself towards the armed gun men, knocking him back and into the ground with Peter landing in a crouch on top of the now unconsciousness man.

"Nighty night cupcake" Peter said as he patted the man's face while he ducked under a swing from another man before he gave him a 'light push'.

Said light push from Peter however sent the attacker flying into the brick wall with a painful thud before Peter took aim with his web shooter and stuck the man to the graffiti laced brick surface.

"There's two" Peter said before he aimed his other hand over his shoulder and fired off a web line that struck the man sneaking up behind him with a pocket knife in the face, covering his eyes and causing the man to let out surprised yelp and drop the knife in response.

"Three!" Peter said as he covered the man's feet in webbing before he pushed him over and webbed the man to the ground.

"Watch out!" the woman yelled as she saw one of the men try to make a grab for the gun dropped earlier.

Peter turned to where she was looking in time to see thee man lift the gun and aim it right towards Peter's head. The spider powered teen didn't move as the man pointed the gun at him with a sneer.

"Time to die web head"

"You know, I'd be a little intimidated and probably shaking in fear if the gun wasn't on safe" Peter said with a shake of his head, causing the man to frown and actually glance down to see if the gun was on safe or not.

Peter used that moment to close the distance with several strides and ram his fist into the man's stomach, causing him to double over in pain and drop the gun, which Peter promptly crushed under his foot as he crouched down next to the gasping man and placed a finger under his chin, forcing him to look up into his lenses.

"…You know, I'm not even going to comment on the sheer stupidity of what you just did" Peter said after several seconds before he webbed the man's mouth close and flung him into the wall and webbed him up next to his still trapped friend.

After making sure the rest of the thugs were dealt with, Peter turned towards the young woman who was looking at him with wide eyes.

"You uh, you okay miss…?" Peter said as he slowly approached the woman with his hands up where she could see them.

After several seconds, she nodded as se wiped her eyes "V-Veronica… and y-yeah, thanks"

"Anytime" Peter said with a nod before he glanced at the beaten thugs "Hey you guys won't mind if I call the cops to come get you guys, do you?"

"Screw you freak" one of the men groaned in pain.

"I'll take that as a no" Peter said with a nod before he turned towards Veronica "Mind calling the police? My phone died, and I didn't think to bring a charger with me"

Veronica looked at him with a quirked brow "Seriously?"

"What, not my fault that when every building in this city was built the developers forgot to add a outlet for me to plug my phone into as I prowl the dark rooftops of this place" Peter said with a shrug.

The dark-haired beauty stared at Peter for several seconds before she shook her head at his antics as she pulled out her phone "And here I thought you were supposed to be cool"

"Heeey I'm plenty cool!" Peter said as he placed his hands on his hips and puffed his chest out "In fact, just the other day I helped an old lady find her way to a sandwich shop she wanted to eat at. You see Daredevil doing that?"

"No, I see him putting crime lords away in prison" Veronica responded with a grin.

"I do that too…" Peter pouted as he folded his arms across his chest like a child "In fact, I've put two away in the last year alone!"

"If you call house arrest and protective custody by feds as putting someone away, then yeah, you certainly did" she responded with a snort as she dialed for nine one, one.

Peter chuckled at this as he went to make sure the criminals were secured and disarmed before he took out a small piece of paper and a sharpie and began to write on it. Veronica, after telling the police what happened and where the attempted mugging, something she hoped the god was the men's actual goal and not something worse, looked to see what New York City's resident chattering hero was writing.

She looked at Peter in bemusement after she saw what he wrote down "Friendly Neighborhood Spider-man, really? That's your catch phrase?"

"Well I was thinking of going with I am the night, but that was taken" Peter responded dryly as he stuck the note to one of the men's cocooned body "Plus saying your non-threatening wall crawling urban hero sounded too wordy and not catchy enough"

"Ah, of course" Veronica said with a laugh as the sounds of police sirens began to near.

Peter took this as his que to bail out, he'd rather not have the girl he saved get nearly arrested by the police… again.

He just turned to leave when Veronica suddenly grabbed his arm with her hand, causing him to stop in surprise and look at her with his lenses slightly wider than normal to show his surprise, he's never been touched before, at least by someone he saved in this kind of scenario. They normally kept their distance and limited any sort of contact with him, mainly because half the people he's saved in the past were strong believers in Jameson's propaganda.

"Thank you" Veronica said with a genuine smile.

"Your welcome, just try to avoid creepy alleys that look like they belong in a John Carpenter film" Peter said with a small nod before he turned to leave again before Veronica spoke.

"No, I mean thanks for saving me from these asses, but I mean thank you for… everything. For doing what you do" she said before she did something he didn't expect…

She leaned forward and planted a small kiss on his cheek, causing Peter's eyes to widen and his face to turn as red as the other half of his suit.

"Y-Yeah, sure… n-no problem" Peter said, wincing as his voice cracked at one point.

It was than a police cruiser came to a stop at the mouth of the alley and two officers exited the vehicle. Veronica turned to see the approaching law officials before she heard a 'twip' sound, causing her to look back to see Spider-man swinging way into the night…

…

* * *

Next chapter, Peter's place on the social totem pole is quickly given as he attends his first day of Spence School...


	2. Chapter 2

Answers to reviewers questions or statements:

 **Rider Paladin** : Peter and Veronica's interactions at first will be a bit of a one eighty compared to their first meeting. She was in her own words, a world class bitch before coming to Riverdale. Oh Veronica's father's dealings and actions will be something of a source of tension between the two in their relationship.

 **Guest** : No it'll be just Veronica lusting after Peter, her mother will be more loyal to her husband Hiram. I'm thinking of introducing those two later in the story, plus having Sabrina in this will give Peter another reason to visit the Riverdale area, her home is across the river after all.

 **rmarcano321** : I have and no Scorpion won't be one of them.

 **cabrera1234** : No it's not a Spectacular Spider-man crossover, the only thing it has in common with that show is that Peter is friends with Gwen Stacy, Harry Osborn and has Eddie brock as an older brother like figure.

Disclaimer: I don't own any Marvel or Riverdale characters seen, mentioned or used.

* * *

Peter had to hold back a depressed sigh as he stood before the main entrance of Spence High School early Monday morning. Students were already arriving, half of them being dropped off in cars that Peter swore cost more than the entire apartment complex he and his Aunt May live in and then some. They were also dressed in the latest fashions or the kinda clothes that Harry Osborn would sometimes where to school, mainly to show off to some of the girls there in the hopes they might be willing to overlook his awkwardness and the fact he hangs out with Peter and go out with him.

It never worked of course, but one couldn't deny that Harry had an impressive wardrobe at home. A wardrobe that the Osborn heir was more than willing to lend to Peter when he found out where the Queen's born teen was being transferred too…

…

" _Bro, you need to take my clothes, hell take all of them!" Harry said as he exited his walk in closet with a armful of designer shirts and pants and dropped them on his bed._

 _It was Friday afternoon and the three longtime friends were currently at Harry's home where Peter had not even half an hour ago dropped the bombshell that was him being transferred to Spence High School. Safe to say, Gwen and Harry didn't take this well, the former hugging Peter tightly while the latter fell to his knees in a rather dramatic fashion and yelled 'no, not him too, damn you Spence' before he dragged both Peter and Gwen into his room. For the next half hour, Peter's two friends grilled him on the why's and how's of Peter going to Spence before the red head of the group began to retrieve various articles of clothes from his closet._

 _Gwen, who was currently sitting on the edge of Harry's king-sized bed, picked up a purple button up shirt and felt the soft texture "Ooh, silky. This will do"_

 _Peter, who was standing next to the bed, ran a hand over his face at this "Harry, I'm not gonna wear your clothes to my new school. That's just… weird"_

 _Harry paused on his way back into his closet and turned towards Peter with an incredulous expression "Pete, do you have any idea how much of a sore thumb your gonna stick out at Spence?"_

" _I doubt I'll stand out that much" Peter said with an eye roll "Besides, what's wrong with my clothes?"_

" _Well…" Harry said as he glanced at Gwen for help._

 _The blonde-haired teen shook her head at Harry before she gave Peter a sympathetic look on her face "Peter, your clothes are nice, really they are. Heck you have more fashion sense then half the guys at Midtown… but this is Spence we're talking about here. Their average clothes are what Harry buys"_

" _At least" Harry said with a nod as he re-entered his closet "And trust me dude, you're gonna get enough crap for being the poor kid transferred in, don't need poor fashion, and I mean that literally, on top of that. On the upside, their jocks won't give you too much crap, it's the guys from the Decathlon you'll need to worry about. They hate the idea of someone poorer than them being as smart, or in your case, smarter than them"_

" _How do you know so much about this school?" Peter asked with a quirked brow as Gwen went back to looking through the shirts laid out before her so she could assemble an outfit for Peter to wear to his new school._

" _I know people that know some people that go there" Harry called back before he mumbled a few words along the lines of 'what the hell was I thinking when I go this' before he emerged from the closet with a black jacket and held it up to Peter with a grin "Here, this should fit you"_

 _Peter examined the jacket and let out a low whistle as he saw the sheer detail and skill put into making the fabric "Damn Harry, how much did this cost?"_

" _More than three hundred, less than a thousand, may or may not be partially made of an animal that may be on the endangered species list and leave it at that" Harry said with a grin as he placed it in Peter's hands "Try to wear this with either red or dark blue or white. Green, yellow and brown are no goes and its machine washable so you won't have to worry about going to the cleaners every week"_

" _Thank you mom" Peter snarked as he took the jacket and examined it further while also marveling at how soft the inside was, it gave him an idea of what to do with his next Spider-man suit he's been planning to make for a while now._

 _Gwen finally held up a dark red shirt and held it up towards Peter with a thoughtful look before she nodded "Yeah, wear this under it along with a pair of black pants, preferably black jeans and you'll be perfect"_

" _Really?" Peter said as he took the long sleeve shirt and held it up while Harry nodded._

" _Yeah, you always seem to look good in dark colors like that" Harry said as he folded his arms across his chest before both Peter and Gwen looked at him strangely, causing him to frown "What? A guy can acknowledge that another guy looks good and still be straight you know"_

" _I didn't say anything" Peter said defensively._

" _You didn't have to; the look spoke plenty" Harry shot back with a snort._

" _Now we just need to get you some good shoes and you'll be squared away to attend Spence High, aka Prepy jerksville" Gwen said as she sat back down on the bed._

 _Peter chuckled at this as he placed the jacket and shirt back on the bed before he fell back on to the soft mattress with a huff "Wish I didn't have to be squared away for a new school, especially that one"_

" _Hey, it could be worse" Gwen said as she reached over and placed a comforting hand on Peter's shoulder "Your aunt could have sent you to a school outside the city"_

" _For all we know, she was best friends with some teacher that works at some remote private school in Europe" Harry laughed "Dude, who knew your aunt had connections?"_

" _Apparently no one" Peter sighed._

" _Have you told Eddie yet?" Gwen asked after a few moments of silence._

" _Tonight, when he comes over for dinner with my Aunt and me" Peter said as he rested his head on his hands._

" _That's gonna be a fun dinner, I just know it" Harry joked as he sat beside Peter "But all joking aside Pete, your Aunt's smart in getting you out of Midtown"_

 _Gwen nodded at this "Yeah, even my dad's starting to look for alternative schools for me to go to after Christmas. I mean he can't keep ten squad cars in the parking lot all year in the hopes it'll scare off the next crazy"_

" _But that time the Trapster did try to attack the school, oh man" Harry said with a chuckle at the memory "Man, who knew watching someone getting tazed and pepper sprayed at the same time by like nine different cops would be so awesome"_

 _"I'm sure he'd say differently" Gwen responded dryly._

" _Well, here's hoping the attacks stop soon" Peter said with a saddened sigh 'And they will, because my baddies are gonna start to notice I'm close to Spence High eventually. No amount of switching outfits or waiting until I'm like five blocks away before showing myself will fix that. Some of them are way too smart for their ow good… especially Otto'_

 _It was than that Gwen clapped her hands together, gaining both Peter and Harry's attention "Hey, how about we head down to the Coffee Bean for one last expresso drinking contest? Before Peter goes to Spence"_

 _Peter frowned at this "What, won't we be able to still do that after I transfer?"_

" _Yes, but this will be our last time having an expresso contest while we're all still at Midtown" Gwen said as she stood up and went to get her purse "Besides, the Bean is having a special on Lattes today and I want to get one before they run out"_

…

'Hmm, I'm starting to think drinking nine expressos in a row before going on patrol is a bad idea' Peter thought with a humorless chuckle as he took several deeps breaths and began to slowly approach the school, taking note of the various students around him.

A few took notice of Peter and likely recognized that he was new before they lost interest and returned to whatever conversation they were in or whatever held their attention beforehand. Peter had little difficulty identifying the various clicks the school possessed, while Spence may have had more money, better science and math programs and a lot more influential people pass through it's halls at one point or another, it was still a high school.

On one end of the courtyard Peter could see the school's football team, half of them in their letterman jackets, the others not. The cheerleaders not to far away from the school's most popular athletes. Then on the other end of the yard there was the slightly more intellectual groups, decathlon club, whatever science clubs they had, if they were called that, performing arts and even a few goth kids.

' _Wow, that's the most expensive looking dark depressing clothes I've ever seen'_ Peter thought as he watched a few of the goth kids slip off to somewhere, probably to pray to Ghost Rider or something along those lines.

Peter then turned his attention towards what would be considered Spence's 'nerd' group and was about to walk over and introduce himself before a girl passed in front of him.

"Watch it newbie, some of us actually want to get to class here" she said as she brushed by Peter, her face in a book.

Peter watched her go for a second before he waved after her "Uh, nice to meet you too… I think"

"Nice to hear a stereotypical sarcastic remark from a stereotypical new kid" she called back as she looked over her shoulder at Peter for a moment with narrowed eyes before she nodded "Welcome to Spence"

She then turned and made her way inside the school, leaving Peter standing there for a few moments.

"And there's the lone type girl that doesn't really fit into any actual social click" Peter said with a grin and was about to head inside himself to find out what classes he had when suddenly someone knocked into him, sending both Peter and the other person tumbling to the ground.

' _Thanks' for the warning spider-sense, glad you have my back… not!'_ Peter thought as he landed on the ground with one of his new classmates right on top of him.

"Ow… dude what are you made of, rock?" the teen above him groaned as he picked himself up and looked down at Peter with a sheepish grin "Sorry, that was… that was really my bad"

"It's fine… I'm actually used to being tackled to the ground by people" Peter said as the two climbed back to their feet and turned to one another.

The person that ran into Peter was a boy and seemed to be around his age though an inch or two shorter. He was also a bit on the heavier side and was dressed in a messy but rather expensive looking shirt, jacket and pants with white sneakers. Over his shoulder was a blue backpack with a few tears on it and the left strap was missing entirely.

"Uh, hello" Peter said as he held his hand out "Peter Parker"

"Ned Leeds" the teen replied with a friendly smile as he nodded towards Peter "I take it your new here?"

"What gave it away?" Peter asked with a raised brow.

"The whole 'I have no idea why I'm here and don't want to be' look you had on your face before I ran into you" Ned said with a grin before he shrugged "Plus I've never seen you around here before. Spence is big, but it's not that big"

"Ah" Peter said with a nod as he adjusted the grip on his backpack.

"Yeah" Ned said as he pointed towards a sheet of paper that was partially sticking out of Peter's pocket "Your schedule I take it?"

"What?" Peter said before he followed Ned's gaze "Oh yeah, those are, uh my new classes here"

"And you have no idea where half of them are, right?" Ned said with a laugh before he patted Peter on the shoulder "come on, I'll help you"

"Really?" Peter said with surprise as he let Ned lead him up towards the school as more students began to arrive and head on inside.

"Yeah, besides it's better I give you the tour then-"

Whatever Ned was about to say was cut off as someone suddenly stepped in front of both Peter and Ned. He stood a few inches taller than Peter and possessed tousled brown hair, green eyes and was dressed in some rather expensive clothing, even by Spence's standards they seemed to be pricey, Peter thought.

Ned looked less than pleased to see the man "What do you want Nick?"

The now identified Nick merely smirked at Ned before he turned towards Peter "Who's your new boyfriend?"

"Really, you see two guys together and you automatically assume they're an item?" Ned said with an unimpressed look at the taller teen.

"Aww what's wrong Nedy, embarrassed?" Nick said.

"Not as embarrassed as I'd be in that get up your wearing" Peter said, already growing tired of the man's presence "Also leather on leather, isn't that a little late nineties, early two thousands'?"

Nick then turned his eyes towards Peter and they narrowed as he took in his appearance "And your one to talk about fashion. What, you asked your sister for that get up?"

"What can I say, she has great tastes" Peter replied with an even stare before he glanced at Ned "So want to resume the tour?"

"Yeah, excuse us Nick" Ned said as he and Peter both walked around Nick and headed inside the school, leaving the green-eyed boy to watch them go with narrow eyes.

Once the two were inside and a good distance away from the main door, Peter turned to Ned as they made their way up a stair case that was filled with students heading to class "Dare I ask who that is?"

"Nick St. Clair" Ned responded with a sigh "One of the more popular kids here. Total ass and a wolf in sheep's clothing if you believe that kinda stuff"

"No, he seemed like a real charmer" Peter said with a snort as he glanced back over his shoulder "Should I expect a surprised beating later from the guy and his group of little yes men?"

"Probably, but Nick's girlfriend sorta keeps him in line" Ned said as they entered a hallway filled with lockers "But he's not the guy you really need to worry about"

"Oh, then who should I-" Peter stared before he felt his spider-sense tingle just as several water balloons pelted both him and Ned's forms.

The two teens stayed still as they were hit from both the front and behind, causing several nearby students to back away or risk being drenched in water as the two boys in the middle of the hall. After several more balloons hit both Peter and Ned, they stopped as a lone individual emerged from the mass of students, a water balloon in each hand. He was about Peter's height, maybe a little shorter and dressed in a black and blue blazer with a grey shirt on underneath and grey pants. The teen also had a much larger muscular build then either Peter or Ned and had the brightest teeth that Peter has ever seen on a person, like he swore he could see his reflection in his incisors.

' _Oh, I guess this is the guy Ned was about to tell me about'_ Peter thought with a blank expression as he wiped some water off his face while the man before them tossed a nearly bursting water balloon up and down in his hand.

"Sorry Ned, I know I said I was going to get you at lunch but seeing you with a new friend, I just had to make it special" the older teen said with a laugh as several more guys emerged from the crowd, each dressed in similar outfits to the apparent leader of the group both with a few variations like maybe a slightly darker shirt or pants.

Ned's demeanor dropped as he shuffled his feet back and forth "Hello Kade…"

Kade Kilgore smirked at Ned before he turned towards Peter "Sorry newbie, but everyone here knows the rules. You're with Leeds here, you get it too"

Peter's eyes narrowed as he stared into Kilgore's, both teens sizing the other up before Peter adverted his gaze "Water in balloons, what is this middle school?"

Kade smirked at this while Ned sighed and took a small step back as the heir to Kilgore industries stepped right up to Peter's face.

"Water's just the appetizer, help cool you off in case you were a little fired up" Kade said as he held up one of the full balloons in his hands "These ones are filled with something a bit… stronger"

Peter glanced at the balloon nervously as his enhanced smell picked up a rather unpleasant odor from it. His eyes widened slightly as he recognized the smell ' _Oh you've gotta be kidding me… really, you filled it with piss?!'_

Kade smirked at Peter as he prepared to smash the balloon into his face when someone suddenly put their arm between Peter and Kade and pushed the bulkier teen back. Kade scowled at who pushed him back as the same girl that bumped into Peter earlier stood between him and Spence's top bully.

"Back off Kade, it's not even nine and already your aggravating this place with your very existence" the girl said with a scowl towards the taller teen.

Kade merely rolled his eyes at the girl "Michelle, surprised not to see your face buried so far in some book you might as well be blowing it"

Michelle's response was a slow clap "Amazing, a crude sexual remark, my how your parents' money is well spent for your education"

Kade snorted at this before he glanced back at both Peter and Ned "We're pick up where we left off later ladies"

Kade gave one last glare at Michelle before he gestured for his friends to follow him back to wherever it is they usually lurked in between classes, leaving Peter, Ned and Michelle alone as the rest of the students in the hall began to depart as well. Once the hall was clear enough, Ned gave Michelle a grateful smile.

"Thanks MJ"

"No problem" she responded as she glanced at Peter "Not even here ten minutes and already getting into trouble"

"What can I say, I'm a danger magnet" Peter said with a carefree shrug.

"Seems like the only kind of people I ever hang out with, god I need to reevaluate my life" Michelle said with a heavy sigh before she reached into her bag and pulled out a small towel "I only have the one, so behave and share, or fight over it like a pair of rabid dogs, that's cool too"

"Yes ma'am!" Peter said with a mock salute as he was handed the towel first before he passed it to Ned who responded with a low 'thank you' and began to dry his head and backpack off.

"So, what do you think if Spence?" Michelle said with a dry smirk at Peter.

"Honestly, it's like I never left my old school" Peter said with a grim chuckle as Ned handed him the damp towel and he dried off his head "Not even first period and I'm already getting pelted with water balloons by the school's resident jerk. All's that's missing is a group of cheerleaders to pass by and make a few scathing remakes about us and it'll be perfect"

It was at that moment that a group of girls turned the corner, half of them dressed in Spence's cheerleading squad outfits. All of them were to no one's surprise some of the most beautiful girls in the school, heck Peter was willing to bet the whole city… and one of them stood out to him the most.

She was at the front of the group dressed in a dark blue top that showed off a bit of her midriff, a dark flannel skirt, black heels and a white pearl necklace that matched her teeth's brightness.

' _It's her, the girl, Veronica, that I saved the other day!'_ Peter thought with shock as the group of cheerleaders passed by Peter, Ned and Michelle.

Veronica briefly glanced at Peter, Ned and Michelle with a look of complete disinterest before she returned her attention to one of the girls that muttered something into her ear, causing her to gin in response as they continued down the hall to first period.

Peter kept watching the Latin beauty go before he saw out of the corner of his eye, Ned and Michelle watching him with curious expressions on their faces. Peter turned towards them with a sheepish grin as Veronica and her friends turned a corner and moved out of sight "S-Sorry, I was just uh… I was just… w-who is she?"

"That, my newly made dimwitted friend is Veronica Lodge" Michelle said with a dismissive wave "Also so far out of your league that a homeless drug abusing bum from Hell's Kitchen has a better shot with Sue Storm on her wedding day than you do with her"

"Plus, she's sort of Nick's girlfriend that I mentioned earlier" Ned said with a nod "And their pretty serious… or what counts as serious for them"

"Oh…" Peter said, his shoulders slumping slightly _'Well, nice to see that even here the pretty girl will still date the bullying jerk'_

It was than the bell rung, causing the three to jump in slight surprise. Michelle didn't even bother to say anything as she slipped away to her class while Ned gestured for Peter to follow him.

"Come on, lets get you settled in"

"Can't wait" Peter said with a sigh as he followed Ned _'This is gonna be a long year, can I already tell'_

Peter had no idea how accurate that statement would end up becoming in the coming months…

…

* * *

And done.

Next chapter, lunch with Ned and Michelle…


	3. Chapter 3

Answers to reviewers questions or statements:

 **Boris Yeltsin** : Some of the things her family did, like the whole drug thing, will crop up.

 **Guest** : No, Aunt May doesn't have any friends in Riverdale or even Greendale. Nah, Kilgore won't be that much of an issue in this story, yeah he'll show up from time to time to be an ass and at one point be the main antagonist in a arc in this story but he's pretty low on list of people Peter really needs to worry about. The time line is more a few months after Age of Ultron. As for their being other heroes here aside from the FF and Avengers, there's the X-men who still live at the Xavier Institute.

 **cabrera1234** : Yes, we will.

 **rmarcano321** : The main theme of this story, if there really is one, is two people from radically different backgrounds struggling to keep a relationship going where they live on opposite sides of a country, struggle with their feelings with one another when there are other people that seem to either intentionally be trying to get between the two or unintentionally and one of them is a superhero that regularly gets dragged into near world ending or even universe ending scenarios. Yes, other heroes will appear, the most prominent being Iron Man, Wolverine and Doctor Strange.

 **xGhostSniperx** : He's not going to lash out in that he punches the guy, for the most part he'll take it but throw back his own snarky comments but if someone like Kade turned their attention to Ned, then Peter will push back, hard.

Disclaimer: I don't own any Marvel or Riverdale characters seen, mentioned or used.

* * *

If there's one thing that Peter can say that Spence was better at then Midtown aside from the bullies and science classes, it was the food.

"This… this actually looks like pizza" exclaimed as he sat with Ned and Michelle at a small table in one of the cafeteria's far corners.

Peter lifted the warm pizza and took a small bite of it before his eyes practically shot open "It even tastes like pizza instead of the crappy cardboard stuff!"

Ned nodded at this as he took a bite of his spaghetti, with actual noodles, legitimate tomato sauce and meatballs "Yeah, half the staff in there is actually volunteers from nearby restaurants. They work here on Mondays and Fridays"

"That's, dude that's awesome!" Peter said as he took another bite of his pizza.

Michelle, who was busy reading a book on the social political structure of Western Europe following the collapse of the Roman Empire, smirked at Peter's statement as she flipped a page "What, your last school couldn't afford to blow money on having two to three-star quality food rather than spend it on something more practical like the Arts departments?"

Peter shook his head at this "If we were lucky, the burgers they cooked were Medium Rare… at best. At worst, still cold and all bloody"

"Yeesh, where'd you say you came from again?" Ned said as he toyed with his food with a silver fork, not actual silver, just a regular silver colored fork.

"Midtown High" Peter said as he finished his pizza with a few more bites before he moved on to his second slice.

"Oh, that explains it" Michelle said as she continued to read her book while she took a bite of her salad "Isn't that the school Osborn's kid goes to?"

Peter blinked at that "Uh yeah?"

"Interesting" Michelle said as she flipped another page "You know him?"

"Uh yeah, he's uh, he's my best friend" Peter said as he took another bite of his pizza.

"He the one that gave you your clothes" Ned said as he nodded towards Peter's attire "No offense, but I don't see you being able to afford those kinds of shirts or jackets if you originally went to Midtown"

"Offense not taken, and yeah he uh, lent me some of his stuff to wear" Peter said with a small blush "Said I might need it. Make myself less of a target here"

"Well, you're a target for simply being my new friend, so um, mission kinda failed" Ned said as he inhaled a meatball before he continued to talk as he chewed "Sorry by the way"

"Swallow first then talk Ned" Michelle said with a huff.

Ned nodded as he swallowed his food while Peter shrugged "I don't mind, you seem like a pretty cool guy"

"And the fact you two literally spent over half of Chemistry class nerdgasming over freakin Legos of all things helped construct any Lego bridge you two have" Michelle said with an eye roll.

Peter and Ned both glanced at Michelle with blank expressions before Peter shook his head "She's just jealous that she doesn't have the Lego Super Star Destroyer"

Ned nodded in agreement "I know right? All I saw she had at her house is some old school Bionicle figure"

"Gotta broaden your horizons Michelle" Peter smirked as the lone female of the trio turned another page in her book.

"Yeah, because collecting Legos is oh so life changing. Truly I have yet to live until I help you losers construct the Eclipse class super star destroyer" Michelle said.

"That you do" Ned said as he glanced back at Peter "Now I currently have nine hundred black pieces that I can use, most of them from the miniature squadron of TIE fighters that I made, but I still haven't found any big pieces to work out the frame or engines"

Peter held a hand up at this "Already covered, heck I can even use parts of my Death Star to help in that regard. As for the engines, do we want them to look like their activated or keep it cold?"

"Not sure, but we should also find pieces to use to construct the super laser at the bow. Maybe find some green pieces to simulate it about to fire?" Ned said as he took another bite of his lunch.

"Well it's a good think I have plenty of Naboo speeders and a couple of Starhoppers we can use" Peter with a fist bump to Ned who eagerly returned it.

"Sweet… hey you want to see if your other friends, Harry and Gwen want to help?" Ned asked.

"I already know they'll say no" Peter said with a sigh "I'm really the only one that likes Legos. Them, not so much"

"Their smart and have higher standards" Michelle said with a snort "I'm liking them already"

Peter stared at Michelle for a moment before he glanced at Ned "We need to get her a set"

"Agreed" Ned nodded as he tapped his chin "Now what would be a good beginner's set for her? Can't be anything over a hundred pieces, that's for sure"

"Oh my god… please, someone just put me out of my misery and save me from this hell hole of school" Michelle groaned as Peter and Ned began to go through possible Lego models she might be able to pull off on her own.

…

"Hey Kate, who's Ned's new friend?" Veronica Lodge said as she and her friend, arguably her best friend, sat down at a large table near the center of the room.

Kate Bishop looked up from her sandwich with a quirked brow before she followed Veronica's gaze to see Spence's resident punching bag and nerd, along with the school's weird girl sitting at a table with a new guy that none of them had seen before.

"Uhh, not sure. Transfer I think" Kate said with a shrug "Either that, or he's always been here and we're just now noticing him because he's with Ned and Michelle now"

Veronica hummed at that as she leaned back in her chair "I highly doubt that. I mean what person who's spent any amount of time here would want to hang out with the resident George McFly?"

"An idiot probably" Kate said with a shrug a she went back to her sandwich "Or just a guy that has no fucks to give"

Veronica snorted at this before she noticed Nick approaching the table. She gave the St. Clair a smile as she leaned up and gave the man a kiss on the lips "Hey baby"

"Ronnie" Nick purred as he sat down next to her. He glanced over Veronica's shoulder and gave Kate a wink "Sup Katey, love the purple top"

"Nick" Kate replied with a slight scowl before she began to pack her food "Excuse me Veronica, I just remembered I don't like eating next to piles of manure dressed in cheap leather with even cheaper chalone"

"Kaaaaaate…" Veronica said in an exasperated tone as the Bishop heiress stood up.

"I'll talk to you later" Kate said with a smile towards the Lodge heiress before she glared at Nick "And Nick, when you do decide to finally OD, which I hope to god is soon, please do it somewhere private and remote, so we won't have to ever see you again"

"I'll keep that in mind" he said with a smirk as he and Veronica watched Kate walk away. It wasn't until she was out of sight that Nick scoffed "Fuckin bitch"

"Hey" Veronica said as she turned towards Nick with a slight scowl "Knock it off"

Nick stared at Veronica with a blank look "She's the one with a stick up her ass"

"Well, when one's dragged to a party filled with illegal drugs and then left there to be arrested by the cops, and only avoided jail time because of their very rich daddy, they have a right to be pissed off" Veronica said as she stared at Nick with an unamused look on her face.

"…Point" Nick said with a sigh as he adverted his gaze from Veronica's piercing eyes "I said sorry and reimbursed her family afterwards"

Veronica hummed at that before she took a bite of her fries "So, how'd your weekend go? You never showed up for the party Saturday"

"Busy" Nick said with a shrug.

"What kind of busy?" Veronica asked with a grin.

"The boring kind that made me want to rip my hair out" Nick said with a snort before he glanced around to make sure there was no one close before he leaned in towards Veronica with a mischievous smile on his face "I got us new hook up yesterday"

"Hook up?" Veronica said with a bemused look on her face "Like what?"

Nick reached into his jacket for a second before he pulled out what the Lodge girl thought was a Pixy Stix "It's called Jingle Jangle"

Veronica couldn't stop the snort of laughter from escaping her "I'm sorry, but what?"

Nick rolled his eyes at this "Okay, yes I know it has a dumb name-"

"Dumb Nicky?" Veronica said with an eye roll "It sounds like something Mister Rogers would have on his show at Christmas or a Saturday morning cartoon"

"Joke all you want, but this stuff is legit" Nick said as he held it up towards Veronica "Imagine a shot of adrenaline mixed with Viagra"

"That sounds… not as pleasant as it should" Veronica said with a frown as she examined the Jingle Jangle straw in Nick's hand "Also why does it look like Pixy Stix?"

"So no one will notice" Nick said as he pocketed the narcotic.

"Yeah, because teenagers throwing back a Pixy Stix isn't unusual at all" Veronica said with a shake of her head "Nick, you do know that cops are smarter than what most horror slasher flicks depict them as, right? They do know that a teen throwing back a Pixy Stick is kinda odd"

"Maybe, but they're not smart enough to stop some asshat in a red and blue onsie" Nick said with a scoff, causing Veronica to frown.

"Um, excuse me?" she said as she leaned forward.

Nick glanced at her with a smirk "The uh, Spider guy running around. Cops been trying to get him for a year now. I mean how hard is it to catch a guy that swings around like a retarded Tarzan-"

"You do realize that said 'Retarded Tarzan' saved me from being mugged or worse only a few nights ago, right?" Veronica said with narrowed gaze "And has done the same for hundreds of others in this city too"

Nick glared at that "And he also got half the clubs we go to in the city shut down when he snitched on Lincoln for supposedly being the 'Big Man of Crime'"

"Which he was" Veronica said.

"They haven't proved anything other than he embezzled in several companies that he bought illegally" Nick countered with a shake of his head "And need I remind you that just a week ago he destroyed a building complex that your father's company had invested heavily in?"

Veronica huffed at that "The fact that a guy made of sand was able to easily demolish a state of the art apartment complex that was supposed to withstand a missile strike for whatever reason should be clue enough that investing with those people wasn't the smartest idea. If anything, Spider-man saved my father more money than he lost from that"

"Always trying to find a way to defend him" Nick said with a shake of his head.

That's how it always was with Veronica, in her eyes Spider-man never did anything bad. She thought he was heroic, brave and probably even a real cutie, not that Nick gave a damn. All he saw was some Avengers wanna be jackass screwing up things that were fine before he came along. The punk in the last month alone got several dealers that Nick went to arrested and has been forcing him to look elsewhere to get something to party with.

It wasn't like he could go to Hell's Kitchen anymore since the red ass clown over there took down the Triads.

After a few moments of silent brooding over the fact that this city's 'heroes' were screwing up his livelihood, Nick let out a sigh "Look, I didn't come here to drive off your tight ass BFF or talk about your school girl crush on some bug fetish weirdo"

"And yet you're the one that brought them both up" Veronica said in an icy tone, still unhappy with the way Nick talks about her rescuer.

Nick rolled his eyes at this "Look, some of us are heading to a party in Central Park tonight and I was wondering if you wanted to go?"

"A party in Central Park, on a school night?" Veronica said with a frown "Uhhh why?"

"Because it's be fun" Nick insisted as he placed a hand on Veronica's lap and gently rubbed the smooth skin with his thumb.

"Maybe, but I have a test in chemistry tomorrow and I'm already failing that class enough as it is, don't need to give my parents another reason for me to drop cheerleading" Veronica said with a dry smile as she removed Nick's hand from her thigh.

"You'll be fine" Nick said with a shrug.

"Not everyone has parents that overlook failure or lazy tendencies" Veronica said with a sigh as memories of her conversations with her parents over the past few weeks came to mind.

They, or more accurately her father, made it clear that if she couldn't pull up her grades, then they may very well cut her off until she turned things around. Something that Veronica doubts she'd be able to pull off.

At least, on her own.

' _Of all the rich parents in the world, I had to get the ones that all about hard work and not slacking off because there's a few zeros behind our family name'_ Veronica thought with a annoyed scowl before she saw that Nick was still waiting for an answer.

After a few moments, she sighed "Sorry Nick, maybe next time"

Nick's brow furrowed at this before he leaned back and nodded, clearly aggravated "Sure…"

The two sat there for a few moments in silence before Veronica saw Kade Kilgore enter the cafeteria… and making a beeline straight towards Ned, Michelle and the new guy's table.

' _Uh-oh'_ Veronica thought as Kade grabbed Ned by the shoulder and pulled him out of his seat.

…

"Dude, get off!" Ned said as he tried to pry Kade's hands off his shirt while Peter and Michelle jumped from their seats.

"Let him go Kade" Peter said with narrowed eyes.

Kade paused and glanced at Peter with a smirk "Or what?"

"Or I'll ram my foot so far up your ass I'll be able to use your cheap ass teeth to polish my nails" Michelle said with narrowed eyes, the grip on her book so tight that it was a wonder her fingers didn't tear into it.

"Bitch, was I talking to you?!" Kade said as he glared at Michelle as he shoved Ned into Peter.

"You are now" Michelle spat as Kade stood before her with a glare.

Kade stared at the girl for a moment before he shook his head in amusement before he snatched the book she had in her hands and held it up to see what it was called.

"Give that back!" she said as she made to grab the book back only for Kade to place a hand on her chest and push her back.

"Now, now, I'm curious to see what Spence's resident book blower likes to read in her spare time. Though based off the title, it says plenty" Kade snickered as Michelle glared at him with rage.

"Kade, give her back the book" Peter said as he took a step towards Kade.

Normally Peter wouldn't be the kind of guy to fight back against a bully, but when said bully starts tormenting his new friends, well Peter isn't one to stand around and let it happen…

Plus, it's not like he has an image of being a wallflower to keep up here, a school that knew nothing about how he used to be.

' _Guess there is some benefits to moving here'_ Peter thought as Kade stepped right up to his face until their noses were almost touching.

"I'm sorry, but did you just order me to do something?" Kade said in a low voice.

"If by me asking you to give Michelle's book back? Then yes, I did order you" Peter said only moments before his spider-sense went off and he took an instinctive step back as Kade tired to punch him in the gut.

' _Well this escalated quickly'_ Peter thought as he bumped back into the table he was sitting at before he moved to the side as Kade tired to take a swing at him again only to brush past Peter and nearly fall face first into the table.

Peter quickly placed some distance between himself and Kade who had turned towards Peter with a furious expression on his face and looked like he was about to attack again when a woman's voice suddenly rang out through the cafeteria.

"What's going on here?!"

The whole room froze and turned towards the doorway to see Principle Martha Connors standing there with a displeased expression on her face. Her eyes canned the various students as she entered the cafeteria and came to a stop between Peter and Kade. Principle Connors eyes narrowed at both students before she gestured for them to follow her.

Kade didn't seem to take this well as he made to open his mouth before Principle Connors beat him to it "One word Mister Kilgore, and I'll be calling your father you've been acting out… again"

Kade growled at this but remained silent as he and Peter followed Spence's Principle to her office in light of their little scuffle in the cafeteria.

' _Man, first day here and I'm already being taken to the Principle's office… that's gotta be a record'_ Peter thought with a grim chuckle.

It didn't take the three long to arrive at the office and for Peter to be seated at a chair outside the Principle's office while she dealt with Kade Kilgore first. Peter didn't waste any time taking his seat while Kade was brought into the office where for the next ten minutes he was likely scolded, chewed out and punished for instigating a fight within the cafeteria. Peter used this time to examine the administrative office, something told him that he'd be seeing a lot of this area in the coming months, mainly because he either didn't show up to class or was late, a common occurrence back at Midtown.

' _Though something tells me Spence won't be as lenient to me as Midtown was'_ Peter thought as he leaned back in his chair just as Kade emerged from the office with a seething look of rage on his face.

He didn't even bother to glance in Peter's direction as he stomped away from the office and the voice of Principle Connors spoke up.

"Mister Parker, you can come in now"

Peter let out a small sigh as he stood up and approached the opened door before entering the small brightly lit office to see the Principle standing by her window, gazing out at the courtyard below.

"Take a seat Mister Parker" she said, not turning to look at him.

"Yes ma'am" Peter nodded as he took a seat in the same chair that Kade was in and took this time to quickly examine the Principle's office.

It was fairly simple compared to the Principle's office back at Midtown. The metal desk had two monitors on it and a keyboard and four photos on it's surface, one of which was angled in a way that allowed Peter to see it was a picture of the Principle and what he could only assume was her husband. Peter stared at the small picture for a moment before his eyes widened in surprise. The man standing beside her was none other than Doctor Curtis Connors, a world-renowned scientist who specialized in herpetology and has written several ground-breaking papers on the use of gene splicing to try and equip humanity with reptilian regenerative capabilities.

' _Whoa… she's married to the Curt Connors!'_ Peter thought with wide eyes _'I wondered why her name sounded familiar, then again I'm pretty sure Connors might be a common last name. Well maybe not common but there is only so many words in the world and only so many last names one can have before they start to either sound similar or actually are the same but with no blood rel-'_

"Peter Parker are you paying attention?" Principle Connors said with an exasperated sigh as she turned towards the young man to see he had a sort of distant look on his face _'May wasn't kidding when she said her nephew would wander…'_

Peter blinked at the sound of his name before he nodded "Yes ma'am"

Principle Connors hummed at that while she took her seat "So, Kade gave me his side of the story, now I'm curious to hear yours"

Peter blinked at this "Well, um, me, Ned and Michelle were having lunch until he came in and grabbed Ned out of his seat. He then took Michelle's book and insulted her and when I told him to stop, he attacked me, or tried to at least"

"Mm-hmm…" she hummed as she leaned back in her chair and twirled a pen in her hand "So, you didn't instigate the fight first by insulting him, correct?"

"Uhhhh noooo…" Peter said with a slow shake of his head _'Wait, did he actually say I started it?!'_

Connors hummed at that before she leaned forward ion the desk "I'm going to be honest with your Mister Parker…"

"Okay" Peter said with a nod.

"I'm willing to let you off with a warning because from what I'm told from both your Aunt May and Principle Monita, you're a good kid. Piss poor time management yes, but you're a good kid" Connors said before her eyes narrowed "But I don't want to see you in this office again for something like this, am I clear?"

"Yes ma'am" Peter said with a nod.

"Good" Connors said as she leaned back in her chair while Peter stood up to leave "Oh and Mister Parker?"

"Yes Principle Connors?" Peter said as he was halfway to the door and about to head back to the cafeteria to get his things for class.

"Next time Kade gives you, Ned or Michelle any trouble, come straight to me" she said with a serious expression "I've already told Kade to leave him and her alone several times before. This was his final warning. Next time it's our right expulsion"

Peter quirked a brow at this "He's been told and probably punished several times already and he's still attending this place?"

Martha sighed at this "Times like this where I really wish his father wasn't a substantial donor to this school, else I'd have him kicked out after the first offense"

"Ah" Peter said with a nod of understanding, seems like Kade has only been able to stay in Spence because of his Dad's money "So, I guess it's just bite the proverbial bullet with him?"

"Actually, you may not have to for much longer" Martha said with a thoughtful expression on her face "Just the other day Tony Stark had made a very charitable donation to Spence, over four times then whatever Mister Kilgore has ever given us since his son first started to attend here"

Peter blinked at hearing that his childhood hero had just recently donated a boatload full of money to his new school "Really? Why?"

Martha shrugged at this "He did attend here for a year before he graduated early. Maybe he felt like giving back to the school that put up with him longer than MIT ever could…"

…

"So, what's the verdict?" Ned said as he and Peter made their way down the front steps of Spence several hours later, the day finally being over for the both of them.

"I was left off with a warning since this was my first offense and because apparently my Aunt and former Principle put in a good word for me" Peter said with a sheepish expression "Which will mean jack the next time I get called in… probably before the end of the week if my track record from Midtown holds up"

Ned snorted at this "What, were you some kind of delinquent back at your old school or something?"

"No, just ate a lot" Peter said with a laugh.

"Why?" Ned asked curiously.

"Traffic, poor time management and just sheer rotten luck" Peter stated with a grin "You know, the usual crap us high schoolers must be burdened with until graduation"

"Ah, I feel ya pain there man" Ned said as he patted Peter on the shoulder "still, at least it sounds like Kade won't be sticking around much longer"

"Shame, he seemed like such a nice guy to know" Peter said dryly.

"Yeah, once he's gone all I have to really worry about is Nick" Ned said with a frown "And honestly I feel like he's worse"

"What makes you say that?" Peter asked.

Ned shrugged "I don't know, it's just that weird feeling you get when your around someone you know isn't good. Like you don't want to run into them in a back alley kinda bad"

Peter hummed at that "Sounds like half the people I've met"

"Really?" Ned said with amusement.

"Hey, you'd be surprised by how many unsavory individuals I find myself around" Peter said with a snort.

"Jesus, I didn't know Midtown was that bad" Ned said with a shake of his head.

"It's not, it's more from my part time job that I sort of kinda have" Peter said.

"Really, what's that?" Ned questioned.

"Photography, for the Bugle" Peter revealed, causing Ned to let out a low whistle.

"Daaamn…" Ned said before a thought came to him "Hey, aren't they the guys that always seem to get a kick ass picture of Spider-man?"

"And blast him harder than the Bikini Atoll during the Cold war? Yeah, that's us" Peter said with a sigh "And yes before you ask, the editor is every bit as bad as he seems on that giant ass jumbo Tron he has set up in Times Square for him to scream to the world"

Ned nodded at that before he smirked "And that mustache, is it real?"

"Oh it's real, and every time he thinks Spider-man did something bad, it twitches" Peter said with a snicker.

The two broke out into a laugh at that as they made their way back tot heir respective homes, all the while unaware that standing on the far edge of the courtyard, Kade Kilgore watched them with narrowed eyes…

…

* * *

And done.

Next chapter, on a routine patrol by Central Park, Peter discovers he's not the only one on the hunt…


	4. Chapter 4

answers to reviewers questions or statements:

 **rmarcano321** : No reason in particular, I just liked her character from the show. I chose riverdale because for a small town, lot of stuff goes on in it.

 **Boris Yelstin** : Yeah, they'll appear and perhaps Cheryl will take in interest in Peter if nothing else to stick it to Veronica. Plus she's a red head and we all know Peter's standing with red heads.

 **treyalexander63917** : Not sure yet, still deciding what I'm going to do with her once Veronica moves to Riverdale and she's stuck at Spence with Peter.

 **Guest** : How Veronica discovers Peter is Spider-man will be interesting, and somewhat like how Ned found out Peter's secret in the movie. We'll see.

 **Dopeenight** : Peter will be stepping out of his shell a little more here since he dosent have to worry too much about attracting unwanted attention to himself like he would at Midtown, like joining a sports team. No, he is not going to go the route Toby Meguire did in Spider-man 3, just nooooo... as for being more like Kaine, maybe when I get to introducing him to Sabrina and he interacts with the darker more supernatural side of things he'll get more of an edge to him.

Disclaimer: I don't own any Marvel or Riverdale characters seen, mentioned or used.

* * *

Peter let out a sigh as he sat on the edge of a fairly tall building overlooking Times Square clad in his suit. He was just let out of school a few hours ago and after completeing his chemistry homework, oddly easy but still more advance then what's taught at Midtown, and his other subjects, Biology, Spanish and English literature studies, Peter decided to head out into the city to see what was up.

Queens has been quiet lately, nothing too major, so Peter decided to check out the rest of the Boroughs. He gave the Bronx a quick run through, nothing bad except a few drug deals that Peter was happy to break up. A few attempted car jackings in Brooklyn and he had just arrived in Manhattan to take a break before he gave the island a quick patrol before finishing off in Staten Island.

"Still think Staten Island should be given to Jersey" Peter said with a yawn as he laid down on his back, his feet still dangeling over the edge, and stared up at the night time sky.

He laid there for a few minutes, watching the distant flashing lights of Planes landing at or taking off from JFK International airport. Peter used this time to glance at his latest web shooters, now outfitted with a sort of gauge to let him know how much web fluid he had left. He was still in the green, but he'd have to reload a new capsule before he entered Staten Island.

"Gotta think of a way to increase fluid capacity for my capslues without having to increase the size to the point I'd have to redesign my web shooters in their entirerty to compensate" Peter said to himself as he reached down towards his suit's belt to see how many capsules he had left.

Peter let out another yawn as he stood back up and prepared to leap intot he air and shoot another web line out and begin making his way through the city that never sleeps when he felt his spider-sense go off.

"The heck-" Peter began before he just made out the faint click of a trigger on a gun being squeezed before it was followed almost instantly by the thundering echo of a gunshot going off.

Peter used every bit of speed and reflexes his enhanced body had to move out of the way just in time for the bullet to graze pass his shoulder. If he was a milisecond slower, that bullet would have torn through his shuolder and done a lot more damage, perhaps outright render Peter's arm inoperable for the rest of the night.

"GAAH!" Peter yelped as he took cover behind a large air conditioning unit as his hand flew to his now bleeding shoulder "What the hell?!"

Peter winced at the cold air aggrivating his wound before he took a deep breath and covered it in a thick pouch of webbing. Peter gritted his teeth from the stinging sensation of the web fluid pouring into the wound and webbing it close.

"Not the most sanitary... but it'll do until I get a couple of bandages" Peter said as he took a few deep breaths to try in attemtpt to calm himself down as he felt his spider-sense still tingiling.

The wall crlawer risked a glance around the corner, doing his best to keep as much of his head protected as possible before he quickly pulled it back as another round flew passed him, shooting off a piece of the air conditioning unity and sending it flying into Peter's face. Peter winced as the small piece of metal chipped against his suit's lenses before he backed away from the corner and crouched low to the ground.

"Okay, so he knows where I am, and is a pretty good shot" Peter said to himself as he tried to mentally map out where the man or woman that was trying to shoot him was.

Given he heard the sound of a trigger being pulled over the constant sound of Manhattan, the sniper was close, within a few blocks. And given the bullet flew passed Peter and embedded itself in a building adjacent to the one Peter was on rather than fly upwards into the sky or into the ground, the shooter was on or near the same level of elevation as Peter. Having mapped out a possible location of the shooter, Peter quickly cralwed towards the edge of the building before making his way down the side of the building and shot a web line out and used it to swing to the side of another building, his spider-sense still buzzing faintly.

 _'Don't see me, don't see me, don't see me...'_ Peter thought as he did his best to be quick and silent as he circled around to where the sniper could be, assuming he was even still there.

After several tense seconds, Peter made it to the building where he believed the gun men was located, just a few stories above his current posistion. Peter took a few deep breaths as he quickly scaled up the structure before coming to a stop just beneath the edge of the rooftop. Peter listened for any signs of life on the rooftop before he pulled himself up to see a lone individual standingg in the middle of the rooftop with a hunting rifle of some sort in his hands, his gaze squarely on Peter.

"...I'm going to assume that you knew I was there the whole time" Peter said with a sigh as he climbed to his feet, his body tense and ready to move at a moment's notice.

"I heard and saw you swing several floors below me after you tried to circle around and catch me by surprise, a sound strategy" the man said with a noticable Russian accent.

"Aww, and here I thought I was being all super sneaky and clever!" Peter whined as his shoulders slumped before he felt a faint buzz from his spider-sense that caused him to tense up a little more as the man's cold dark eyes raked over Peter's body in a way that made him feel like a zebra being stalked by a lion.

"Uhhh, who are you?" Peter said with confusin as he took in the man's appearnce "I usually like to know who's butt I'm about to kick so I can add you to my list of growing nemesis and guys that want me dead. I'm currently up to ninety nien and I'm hoping you'll help me even it out at a hundred"

"I, am Kraven" the man said.

"Kraven?" Peter said as he mulled the name over before he shrugged "Nope, dosent ring any bells. Also isn't Kraven a deragatory word? Like your a kraven or something?"

"I am the greatest hunter in the world" Kraven said as he loaded another round into his rifle "I have hunted the greatest and most dangerous beats this world has to offer-"

"And now you want to spice things up by hunting the most dangerous game on Earth, man" Peter said dryly with a shake of his head "Dude, hate to say this, but a crazy Russian already beat you to that, like a century ago. Still, points for doing it in the city instead of a remote tropical island. At least, I think the island the guy was on was tropical, I mean it's been a while since I've read the book and I hate to be the bearer of bad news but your not the first crazy Russian guy that want's me dead and-"

"Your attempts to distract me will not work Spider" Kraven said as he took aim at Peter again.

"Your right, if anything, your distacting me with the fact your wearing lepord print pants" Peter snickered as he leaped out of the way of the bullet as the crazed Russian shot at him "And a Lion pelt like a jacket without a shirt on underneath no less. You know Lions are like endangered right?"

"They were not when I slew the mighty beast" Kraven stated as he tired to zero in on Peter's form.

"Well I'm still telling Simba what you did to his dad when I see him at Disney Land this year" Peter said as he used a combination of his enhanced speed and agility to stay ahead of Kraven's dangerously accurate shots "And let me tell you something, he's not gonna be happy. You know what he did to the guy that did kill his father? Imagine what he'll do to you when he finds out your wearing his skin over your hairy chest!"

Kraven's response was to fire off several more rounds with his rifle before he suddelny slung it over his shoulder and he sprinted towards the building's ledge. Peter saw this and shot a web line after the man's legs.

"Oi, where do you think your off to?" Peter said as he watched the line snag the man's legs before Kraven, with more speed than Peter thought possible for a man that wasn't enhanced, drew a large serrated blade from his lion jacket and sliced through his webbing with ease before he leaped over the edge of the building, leaving Peter standing there in surprise.

 _'...Okay so he might be a little better than the typical thug with a gun_ ' Peter thought to himself as he raced towards the same ledge and just looked down before he leaped back as his spider-sense went off.

Not a second later two bullets tore through the cement ledge, sending several small chunks flying in the air as Peter landed in a crouch.

The wall crlawer sigheed at this as he shook his head "I can already tell this is gonna be a long night"

And with that, he steeled his resolve and ran back towards the ledge before he leaped over it and gave chase to the crazed Russian gun men as several more rounds cracked through the air.

...

Veronica Lodge let out a small yawn as she laid on her bed, dressed in a simple black night gown with a few papers lying on the bed next to her and a chemistry book in her hands, opened to the latest chapter her class was on. For the past two hours the young Latin beauty has been trying to make sense of the various formulas and words displayed before her, but nothing stuck. It was like trying to read brail without any knowldge on how to on top of having no hands to help read it.

"UGGH! This is pointless!" she said with a groan as she closed the book and tossed it to the other side of her bed before she fell back on her pillows and stared up at the ceiling with a frown "How the hell can people make sense of this crap?"

She recieved no answer as she turned her attention to her new Spider-man plushie "You wouldn't happen to be good at science stuff, would you?"

The plushie's white eyes stared back at Veronica before she nodded with a sigh as she returned her attention back to her ceiling "Yeah, I figured... fucking science"

She reached for one of the papers lying beside her and held it up for her to exmaine with a scowl. It was a worksheet, one of several, that was asking her to identify several chemical formulas. Just as she was about to throw the paper to the side, she heard a knock at her door, casuing her to sit up and look to see the knob turn before the door was pushed open to reveal her mother, Hermione Lodge, dressed in a beuatiful white and silver dress with her hair done up in a elegant bun.

"You and Daddy heading out?" Veronica asked as she took in her mother's appearnce with a grin.

"We're meeting with an investor that your father has been working with these past few weeks on a joint venture" Hermione said as she entered the room and approached her daughter before planting a small kiss on her forehead "We wont be back until later tonight"

"Which investor is it?" Veronica asked as her mother pulled away.

"Mister Fisk" Hermione said with a small grin as she looked down at the papers littering her daughter's bed "Homework?"

Veronica rolled her eyes at this "More like torture"

"Oh?" Hermione said with amusement as she picked up one of the papers and read was on it "Hmm, chemistry, can't say me and your father have ever been very good at it"

"Well there goes being inherently good at it" Veronica said with an eye roll as she placed an arm over her eyes and let out a sigh.

"Have you tried asking for a tutor?" Hermione asked with a raised brow.

"Yes, but so far none of the guys that my teacher offered are willing to help me" Veronica said with a scowl.

Hermione's eyes narrowed in interest "Why's that?"

"Because mom, their a bunch of worthless assholes who go on and on about being so smart, yet when their asked to help someone, they turn around and so hell no" Veronica huffed.

Hermione blinked at this before she shook her head "These, 'worthless assholes' wouldn't happen to be people that you and your little posse have bullied, right?"

"Not my fault if they don't have any thick skin" Veronica stated.

Hermione sighed at this as she sat on the edge of her daughter's bed "Honey, take it from me, making fun of people you and your little clicks deem socially beneath you wont do you any favors in the long run"

"Oh, and you know from experience?" Veronica said with a snort as she looked at her mother and noticed the unamused look on her face "...Do you?"

"Let's just say your father and I are very lucky that some people we've known were rather forgiving... if barely" Hermione said as she patted her daughter on the knee "Can't say people here in this day and age will be as courteous"

Veronica quirked a brow at this before her father, Hiram, appeared in the doorway dressed in an expensive Italian suit, a look of slight urgency on his face.

"Hermione..." Hiram said as he tapped at his watch "We'll running a little behind"

Hermione immediately jumped to her feet and made her way to the door with a sheepish smile "Sorry honey, I was just giving our beloved princess some sound life advice"

Hiram nodded at this as he glanced at Veronica and noticed the textbook and papers on her bed "Studying I hope"

"Yes daddy" veronica said with an eye roll "Lot of good it's doing"

"Hey, maybe if you paid more attention in class, instead of partying so much, you wouldn't be having this much trouble" Hiram pointed out.

"Wow daddy, thank you for the basic parental sagely wisdom all parent give to their children when it comes to this sort of crap" Veronica said with a grim snort as she reached for her textbook.

"All that I can offer aside from my love and support" Hiram said as he placed a hand over his heart before he turned to leave but not before he stopped and gave his daughter a pointed look "I hope I don't see Nick here when your mother and I get back. Or find out he was here when you should be studying"

"Well, you don't have to worry" Veronica said with a sigh as she opened her text book back to the page she was at earlier "He's at a party tonight"

"Really, where?" Hiram asked with narrowed eyes.

"No idea daddikins... Veronica said with a hidden grin as she flipped a page in her book "No idea..."

...

"Hey... slow... down..." Peter breathed out as he struggled to keep up with Kraven after spending the better part of an hour chasing the man for almost twelve city blocks and through the subway system.

Peter thought that he'd be able to catch up to the man relatively quickly given that he had enhanced speed and strength, web shooters and could crawl on walls. Turns out, that meant next to little against a man that not only was some sort of freakish parkour expert, but the man had laid out a gauntlet of booby traps to slow and hinder Peter to the point that he was able to keep ahead of the webslinger despite his obvious physical short comings. Peter narrowly avoided a hail of darts that shot from some sort of wooden contraption as he did his best to catch up to Kraven who was now over half a block ahead of him and nearing Central Park. While Peter didn't have any sort of ability that allowed him to read Kraven's mind or see into the future, the wall crawler had a hunch that he was being lured to the Park because Kraven had more traps set up, all with the intent of weakening Peter so he could go in for the kill.

"Hopefully when I die he wont wear my skin like a jacket... or worse, underwear" Peter said with a shiver at the image.

Peter leaped off the rooftop and swung after Kraven as the man skillfully made his way down a fire escape before he sprinted across the busy road, causing several taxis to nearly crash into each other or risk hitting the crazed man as he ran into the shadows of the trees. Peter landed on the top of a light pole and gazed into the dark park with a frown.

"Well this is just lovely, chasing some crazy big game hunter into the closet thing this city has to a forest... and on a school night no less" Peter said with a shake of his head.

His musings were cut short by his spider-sense going off and the sound of a gunshot echoing in the air. Peter narrowly avoided a bullet to the head as he jumped to the ground before he shot another web line on to a tree branch and pulled him into it's branches as another round tore into the ground he was just standing on only seconds prior. Peter's spider-sense was a constant hum in his skull as he navigated the trees as bullets raced past his form, some of them just grazing his body and causing him to hiss in pain as he contorted his body at odd angles to avoid the deadly projectiles.

Peter was so busy avoiding the gun fire, which he began to notice seem to be funneling him somewhere, and stepped on some sort of pressure pad that was tied to a branch he landed on and painted the same brown color as the bark it was on.

'Uh oh' Peter thought as his spider-sense flared again just before a large tree trunk came flying through the branches and slammed right into his body, knocking the wind clear from him and sent the young wall crawler flying through several tress and into a stone bench beside a small path that was next to a small pond.

"Okay, ow... that one hurt... all over" Peter groaned as he climbed to his feet and brushed some dirt and leaves off his suit before he noticed that he wasn't alone.

Peter blinked at the sight of over two dozen teens around his age all staring at him with wide eyes as some sort of deep rythm music was playing on a few speakers they had set up. Around the teens were various bottles, bags, cases and bowls all filled with substances that Peter didnt need his enhance sense of smell to know were illigeal.

Plus the fact half of them were all dressed down to their underware or in the case of a few guys and girls, completely nude, it was obvious this wasn't a simple camp out in Central Park.

"Ummm..." Peter said as he adverted his eyes from the more scantily clad or outright naked teens "So uh, what uh, what brings a bunch of guys and gals like you all out here on a school night?"

His question was answered with silence, casuing him to internaly goran as he could feel his spider-sense going off again.

 _'I swear this kind of crap never happens to Thor or Captain America'_ Peter thought as several arrows shot out from the trees, causing a few teens to scream in panic and duck for cover while Peter leaped out of their way and watched as they embedded themselves into the ground.

"Hahaha, you missed me-" Peter stared only to be cut off as a small lone dart shot out from the shadows and hit him square in the chest.

Not even a second passed before his vision grew blurry and his limbs felt like they had cars attached to them...

 _'Craaaap'_ Peter thought as he crashed to the ground, or more accurately he crashed on to several of the bowls that the teens were using for their illegal drug induced semi public outdoors orgy, one of which shattered and the shards pierced Peter's side as he laid on top of them.

 _'Why did they have to use glass bowls?'_ Peter thought with a wince as he saw through his blurry vision someone, likely Kraven, emerge from the trees with a large rifle in his hand as the various teens around them ran for cover.

"I must say Spider, I'm disappointed in how easy you've been beaten" Kraven's voice sounded like ten of him were speaking at the same time through a loudspeaker right next to Peter's ear.

"Well..." Peter groaned out as he tried to move "It's a Monday, no one is at their best on a Monday"

Kraven hummed at this as the distinct sound of a rifle being cocked could be heard before Peter felt the end of a barrel placed against his temple.

"wait!" Peter whispered out as he felt his spider-sense tingle to nearly painful levels.

"Last words I presume?" Kraven said with a sigh as he pushed the barrel a little harder into Peter's head.

"Something like that" Peter hissed out in pain as he felt feeling begin to return to his limbs and his vision beginning to clear.

Whatever Kraven hit him with, it appears the man didn't take Peter's enhanced healing and metabolism into account.

"I just wanted to say..." Peter said as he slowly moved his arm so that his web shooter would have a perfect angle at Kraven's face when he activated the trigger.

"Say what?" Kraven asked with a frown.

"Twip" Peter said.

Kraven blinked at this "Twip-"

 **TWIP!**

"GAAAH!" Kraven let out a muffled cry of surprise as his face was suddenly covered in web fluid.

Peter used this brief distraction to roll away just as the man squeezed the trigger and shot off a round into the ground. As Kraven tried to rip the webbing off his face, Peter quickly rushed towards the man and delivered a painful kick to the larger man's midsection, causing him to double over and drop his rifle. The spider powered teen quickly stepped on the rifle with every bit of strength he had, cracking and denting it before it shattered as he reared his fist back and sent it right into Kraven's face, which had the unintentional side affect of tearing some of the webbing off his face, mainly around the eyes.

The force of the blow sent Kraven flying past a hiding teen that Peter swore looked like that Nick guy from Spence before he slammed into a tree with enough force to crack the bark and cause numerous leaves to fall from it's shaking branches. Seeing the man was down, Peter raised his web shooters toward Kraven and prepared to web the man down before he heard a faint click from each web shooter, causing Peter to look down to see that both web shooters were now in the red of their gauges, signifying that they were empty.

Peter sighed heavily at this as he quickly reached into his belt and retrieved a pair of fresh web capsules and loaded them up before he aimed back at Kraven, who was starting to climb back to his feet, and began shooting line after line of webs at the man. Kraven let out a muffled roar of rage as he was webbed to the tree behind him, his arms and legs immobilized by the thick coating of web fluid.

"Annnnd done" Peter said after he felt that Kraven was secured enough for him to stop and let out a breath of relief as he rubbed his still aching chest from where he was shot with the dart 'Really need to add something to this suit for better protection. Last time I checked, spandex wasn't needle proof'

He'd figure something out later, for now he had a crazed Russian hunter that wanted to mount him on a wall to deal with.

"And while I'm thinking of improving my equipment, I really need to improve the storage capacity for my web shooters when I get the chance" Peter said before he saw that a few teens were still present, looking at him with surprise before the wall crawler gave them all a sheepish grin "One of you wouldn't happen to have a phone to call the police would you?"

His question was met with silence.

"Or you can not call them which means I'd have to carry this guy to the nearest prescient myself because you don't want to get caught with drugs, alcohol and participating in underage sex... thanks" Peter said with slumped shoulders as he looked at Kraven's glaring form "You wouldn't happen to be afraid of heights and have motion sickness would you? Cause it's a long ride to the precinct, least one that wont try to arrest and shoot me on sight, and I tend to do a lot of crazy flips and twirls when I web swing"

If Kraven's mouth wasn't covered in webs, Peter was sure the man would be throwing every insult he could imagine at him in both English and Russian.

 _'Wouldn't be the first crazy Russian I know that would... just probably the smartest. though given his fashion sense, that's debatable_ ' Peter thought dryly as he lifted the man over his shoulder and began his trek out of the park.

...

* * *

And done.

Next chapter, Another day at Spence...


	5. Chapter 5

answers to reviewers questions or statements:

 **Boris Yeltsin** : Sorta, he'll have his own issues to deal with when Riverdale's less than peppy history comes to light.

 **treyalexander63917** : Aside from the Green Goblin, some of the darkest stories in Spider-man's history had Kraven as the main villain, Kraven's last Hunt for example, considered to be one of the darkest Spider-man stories ever.

 **rmarcano321** : Aside from not dying, no not really.

 **CRUDEN** : Or Rhino.

 **Chaos Sorcerer** : No, Peter is going to be trying to keep a sort of low profile here compared to Midtown, mainly to keep some of his more intelligent villains like Otto to begin noticing that Spider-man is spotted near Spence and all of a sudden there's this well developed, physically superior student walking around. It'll be a bit of a leap, but Otto has figured out Peter's secret before and we all know how anal Peter is about keeping his abilities a secret. I swear even Batman doesn't go to the same lengths. It's possible that Black Cat and the Scarlet Witch will appear, the latter once I introduce Sabrina.

 **cornholio4** : This is before the events of the show, so Archie and the gang are all at Riverdale.

Disclaimer: I don't own any Marvel or Riverdale characters seen, mentioned or used.

* * *

"So Peter, I gotta ask ya something that's kind of been bothering me this morning" Ned said as he and Peter made their way towards their first class after meeting up outside.

"What is it?" Peter asked as he had his attention focused on a book that dealt with advance chemical compounds and isotopes, hoping to get inspired on either a way to enhance his web formula or modify for any sort of special circumstances ' _Finding a way to mix molecular acid to my webbing would be pretty badass. Make fighting the likes of Sandman easier as the acidic properties of the web would eat away at his silicon composition'_

"How do you get here from Queens?" the larger of the two asked with a curious expression "I mean, you have to get up pretty early to make the train, right?"

"Yeah, though sometimes Harry has for whatever reason sent me his limo to use" Peter said, the last part a small lie "Said it'll make me stand out less. Too bad he didn't tell me that half the kids here get dropped off in freakin sports cars from Europe"

"Hey, limo's a classic, plenty of guys here come in them" Ned said with a chuckle "Except MJ, she prefers to ride her bike to school"

"Really?" Peter said as he glanced at Ned with a raised brow "Why?"

"Something about helping the environment and not being sucked into the corporate black hole that is the auto industry" Ned said with a shrug "Or something like that"

Peter frowned at this "That's a thing?"

"With her, she seems to find a thing for anything, which is actually pretty impressive" Ned said with a snort.

Peter hummed at this "Guess all that reading is paying off for her"

"Yeah" Ned said in agreement before they both heard a loud shout and turned to see Kade and his band of goons corner a few students down the hall.

Peter's eyes narrowed at the scene and slowly closed his book and set it back in his backpack and took a step forward before he felt Ned's hand on his shoulder. Peter paused and glanced back at the teen with a raised brow "What?"

"Just wait" Ned said as he nodded towards the scene "Kade may be the biggest asshole in school, but he's not top shit"

"What?" Peter said with confusion.

"The skinny kid that Kade is backing up into the lockers, that's Manuel Enduque's little brother" Ned said just before they both heard a loud 'Hey' echo through the halls "And that's said man himself"

Peter watched as another teen, taller than himself push through several students and Kade's followers before he got right into the shorter teen's face with a dark scowl. Kade met the teen's glare with one of his own and everyone grew silent as they two stared one another down while Manuel's brother ran behind him.

"I thought I told your worthless ass to stay away from my brother" Manuel growled at Kade.

"You did?" Kade said in mock confusion before he shrugged "Guess I didn't hear you. Your voice was kind of muffled with your lips on my ass"

Manuel gritted his teeth in anger as he stared down the shorter teen and looked like he was about to hit him when the bell suddenly rung and various students began to quickly make their way to class. The sudden rush of students got between Kade and Manuel, forcing the two back before Kade signaled for his group to follow him while Manuel turned towards his shaking younger brother.

"Uh, who's that exactly?" Peter nodded towards Manuel.

Ned folded his arms across his chest as he and Peter watched Manuel escort his brother to class "Manuel Enduque, his family owns a number of casinos out in Vegas and a few night clubs here in New York. He's an okay guy I guess. Kind of snobbish and a dick, but he doesn't pick on you like Kade does"

"So, I'm guessing their mortal enemies or something?" Peter asked as he and Ned began to make their own way to class.

"Sorta" Ned said with a nod "Though Kade see's him as more of an annoyance then a threat, but Manuel has more peo0le backing him then Kade, so he tires to avoid any direct fights with the guy"

"Except for today" Peter said.

"Might be Kade testing the waters, he does that a lot with others here" Ned said with a snort.

"Seeing if he can be top jerk of Spence High?" Peter asked in a sarcastic tone "My how his parents must feel so proud of him. Instead of trying to go for leader of the Decathlon club or Quarterback for the Football team, he wants to be the biggest douchebag in the school"

"No one ever said he was smart" Michelle said as she suddenly appeared on Peter's left, causing the brunette to jump a little in surprise, unaware she had gotten so close.

"Holy crap!" Peter exclaimed as he stared at Michelle with surprise "What are you, a ninja?"

"I've been here for the past several minutes" she countered dryly.

"Have you?" Ned asked in a skeptical tone.

"Can you prove that I wasn't?" Michelle fired back with narrowed eyes.

Ned made to comment before he thought it over and sighed in resignation "Point..."

Peter snorted at Ned before he turned back to Michelle "So, how as your ride? See anything cool?"

"Peter, it's New York City" Michelle said with a blank stare "There's nothing cool about looking at hundreds of polluting vehicles, rude pedestrians, and clowns dressed like idiots running around with ridiculous names"

"Well, maybe take the subway next time then?" Peter said while trying to not frown at his alter ego being labeled as a 'clown dressed like a idiot with a ridiculous name'.

 _'Spider-man isn't a ridiculous name'_ Peter thought _'Also, my suit looks awesome!_ '

Michelle made a face at the idea of taking the subway "Peter, have you been on those things lately? Their filthier than whatever perverted thoughts run through Kade's pea sized brain, posses a high capital cost and if the city wants to maintain them, they tax the populace and do little to any sort of upgrades or refurbishing to the various tunnels and carts they have at their disposal. Instead, they'd rather waste it on new sports stadiums, strip malls or just pocketing outright for their own use"

"She does make a good point" Ned said with a nod "In fact, my Uncle is going to jail for doing something like that out in San Diego"

"Well, then I guess it's good news that Tony Stark is planning to introduce a fully automated rail system that runs on clean energy. Which in turn will decrease air pollution and decreases the time it takes for comminutors from the other boroughs to get into Manhattan and cut down on costs to run and maintain it since the tunnels will be looked after by automated drones and the tracks made of an long lasting self repairing nanometal" Peter said with a grin.

"Yeah" Michelle said in a dry tone "And costs hundreds of people their jobs as conductors, maintenance workers, inspectors, and shut down the companies that build and maintain the soon to be outdated subway systems which in turn will cost even hundreds more their jobs. Nice to see that Stark still ruining lives without having to build a single missile or gun"

"There's just no winning with you, is there?" Peter interrupted Michelle's light rant with a sigh, causing Michelle to smirk as she opened her book and walked past Peter.

"Nope"

Peter rolled his eyes at this and quickly made his way into class and sat down beside Ned just as the chemistry teacher strode in with a few books and a tablet in his hand.

"All right everyone, find your seats" the teacher said as he placed his books on the table at the front of the class and used his tablet to start up the projector "We have a lot to go over today and based on half of all of your test scores, some of you can't afford to miss what I plan to go over"

Several students grumbled as they brought out their text books and notebooks while Peter settled in his seat and looked down at his notebook as the teacher pulled up the first PowerPoint of the day.

Several rows behind Peter and Ned, Veronica sat in her chair and rubbed her temples as the teacher began to go over the first slide that dealt with several of the kinds of equations that she's been struggling with lately. No matter how hard she tried, what the man said wouldn't stick, even when he was literally walking her and the rest of the class through it.

'Well, almost everyone' Veronica thought with some annoyance as she looked up ahead towards where Ned and his new friend Peter sat. The two looked like they were barely paying attention to what was being said, at least Ned did. Peter looked to be jotting down a few notes on a page already filled to the brim with dozens of equations, formulas and a bunch of other big science words that made her head spin.

"Must be nice to be born smart" Veronica muttered as she did her best to write down what the teacher was saying while Kate, who was sitting beside her, was struggling even harder than she.

If Veronica was in danger of failing chemistry, then Kate might as well be signing up to retake the class over the summer. The two had tried to compare notes and do what they could to try and combine their limited brainpower on the subject, but both swore they ended up even worse off, assuming they don't get sidetracked by something else that to them, personally might be a little more important.

"I swear, whoever made chemistry something you had to learn in school better be getting ass fucked by a barbed wire dildo in hell" Kate said with a scowl of annoyance, causing Veronica to almost snicker.

"Somehow I doubt that's what's happening to whoever he or she is" Veronica replied as her wrist was already beginning to ache from writing almost nonstop half a page of what the teacher was saying through his presentation before he suddenly called out Veronica's name.

"Miss Lodge?" the teacher spoke up.

"Yes sir?" Veronica said as she returned her attention to the front of the classroom.

"Do you know what the four types of chemical bonds there are and what each one is?" the man said as he stared at Veronica with a raised brow.

Veronica fought down the urge to blush as she saw several students turn to look at her and waited. After several seconds, Veronica cleared her throat and shook her head "no sir, I'm... I'm not sure"

The teacher hummed at this "Well perhaps if you paid more attention to my lectures instead of gossiping with miss Bishop there, you'd know"

"Of course sir" Veronica said with barely hid annoyance as the man turned towards the new kid, Peter.

"Mister Parker, same question"

Peter sat up a little and blinked before he answered.

"Sir, the four types are Covalent bonds, Ionic bonds, Hydrogen bonds and Van der Waals force bonds" Peter said as he shifted in his seat and continued with the second part of the teacher's question "Covalent bonds are defined by the sharing of electrons in pairs called either sharing pairs or bonded pairs. Ionic bonds are formed when one or more electrons are donated to another compound, creating a Ion, be they cations or anions. Hydrogen bonds are created from electrostatic attraction between polar groups that occurs when Hydrogen atoms bind themselves to a electronegative atom"

The teacher nodded at this "And Van der Waals Force bonds?"

"It's a distance depending interaction between atoms or molecules that doesn't rely on chemical electronic bonds like Ionic or Covalent bonds sir" Peter answered with a shrug.

"Good, very good" the teacher said with a pleased nod before he drew the rest of the class's attention back to the PowerPoint while Veronica rubbed the ridge of her nose.

"Not only do I embarrasses myself in front of everyone, I get showed up by the new kid" the Lodge whispered in annoyance.

"Could have been worse" Kate said with a sigh as she held her head in her hand and wrote down the notes with her other.

...

Almost an hour and a half later, the bell finally rung and the class came to a merciful end for Veronica and Kate. The two dark haired beauties gathered their things and quickly made their way to the exit before the teacher spoke up.

"Miss Bishop, if you have a moment please"

Kate stopped and looked back to see the man looking at her with a expectant expression on his face. Kate mentally sighed as she went over to his desk.

"Yes sir?"

"Miss Bishop, do you know why I want to have a talk with you?" he asked.

"My grades, sir?" Kate said with dejected sigh as the teacher nodded.

"Indeed" the man said as he leaned back in his chair "Miss Bishop, at the rate things are going, you may very well have to either retake this class either over the summer, or even next year"

"Yeah... I figured" Kate said with a saddened expression _'Mom and dad are not gonna be happy about this... especially dad'_

Kate could almost feel his hand striking her clear across the face.

The teacher, unaware of her dark thoughts nodded "Which is why, I want you to find a tutor. If you commit yourself and pass the next few tests I have coming up with flying colors, it'll raise your grade high enough to pass for this year"

"But who's going to tutor me? You?" Kate asked with a snort.

"No, I feel that you'll respond better to someone closer to your age" the man said before he nodded to where Peter and Ned still were, talking.

Kate followed his gaze and almost grimaced at the sight of the two "Them?"

"Well, I was thinking of mister Parker. My collogue at Midtown, Professor Miles, has spoken great things about him and after going over some of Parker's work, I have to say I'm impressed. Hell, he could be teaching this class with how advance he is"

"He's really that smart?" Kate asked with a frown.

"Gifted, in fact I'm putting in to have him advanced for next year" the teacher said as he stood up "I can't promise you he'll agree to tutor you miss Bishop, but it never hurts to try. And you most try, if you wish to pass my class"

And with that, the man made his way to the door, leaving Kate standing there for several seconds before she sighed in dread and wandered over towards Peter with a defeated expression before she inhaled deeply and raised her head to look the young teen in the eye.

"Mister Parker, would you be so kind as to tutor me please?"

"And I'm out" Ned said as he took this as his cue to bail out and head for his next class "See you later man"

Peter blinked at Ned's hasty departure before his attention returned to Kate and he began to slowly nod "Uhh, sure... yeah. I mean, if that's what you want"

"Well, it's not so much a matter of what I want so much as what I need if I want to pass this class and not retake it again next year or worse over the summer. I have better things to do" Kate said as she pulled out her phone "What's your number? I'll text you the time and place to meet so we can get this over with"

"Right, right, right..." Peter said with a nod as he gave Kate his phone number before he watched the girl nod in satisfaction before she turned on her heel and made her way to the door "Uh, see ya later I guess?"

He received no reply as Kate stepped out into the hallway, leaving Peter standing by his desk before he shook his head and finished packing his things before heading off to his final class for the day.

 _'All things considered, that could have gone way worse_ ' Peter thought as his mind flashed back to his attempt to ask out Sally Avril.

Peter was sure that day would haunt him for the rest of his natural life.

' _Well that, and Flash calling me Pasty Pete after he and the rest of the football team drenched me in glue with several gallons of glue_ ' Peter thought with a scowl.

…

"So, what'd the great Kate Bishop heiress want to talk to you about?" Ned said as he and Michelle met up with Peter near the school's entrance a few hours later.

Peter sighed at this "Apparently I have to tutor because she's doing pretty bad in chemistry"

"And what'd you say?" Ned asked with a frown.

"That I'd do it" Peter said with a shake of his head "Though I doubt this will be as fun as when I tutored Liz"

"Liz?" Michelle asked with a quirked brow "Who's that?"

"Popular girl and head cheerleader back at my old school" Peter revealed, causing Ned to shake his head in wary amusement.

"Man, tutoring not one but two super hot popular cheerleaders, now that's the dream"

Michelle rolled her eyes at this "I still don't get the appear of dressing up in a skimpy uniform and dancing around before a large crowd of people. What, do they want us to start throwing cash at them?"

Peter chuckled at Michelle's comment while Ned waved her words off "Don't mind her Pete, she's just still mad that she got rejected when she tried out for them a while back"

"I wasn't rejected, me and the current captain at the time came to an understanding that-" Michelle began before Ned cut her off and gave Peter a blank stare.

"She told the captain, Veronica Lodge, that maybe if she wasn't jumped up on whatever half ass coke her dead beat boy toy had, she'd recognize talent when it was literally right in her face"

"That is not how it happened!" Michelle growled in annoyance.

"Your right" Ned agreed with a smirk "There was a lot more yelling and swearing too"

"UGH!" Michelle groaned as she turned on her heel and stomped away from the two chuckling teens "Idiots, both of you"

"Love you too MJ!" Ned replied towards the departing girl before he shared a look with Peter "She loves us"

"Yeah, she's gonna love us even more when she see's what we got her for her birthday next week" Peter snickered.

"That she will my friend, that she will" Ned agreed with a nod before they settled into a comfortable silence as they made their way out of the school as the final bell rung and other students began to flock towards freedom.

"So this Kate Bishop girl, what can you tell me about her?" Peter asked.

"Hoping to throw some moves?" Ned replied with a grin.

"More like what should I expect from her" Peter shot back dryly "And if there's going to be some big jock of a idiot boyfriend that thinks me tutoring her is my way of making a move and will want to set me straight or something"

"Ah" Ned said with a nod "Well, you don't have to worry about there being a boyfriend. She broke up with Manuel a few weeks back"

"Well that's a relief" Peter said with a sigh.

"Yeah, he was a real possessive guy, and he may or may not have been a borderline abusive guy to her" Ned said with a shake of his head.

"Hmm, sounds like most high school romances when the guy and girl are a cheerleader and a football jock" Peter commented.

"Actually, Manuel is Basketball" Ned corrected.

"Ah, my mistake"

"Eh, same thing really" Ned said with a shrug "Bunch a guys running around in jerseys throwing a ball to one another"

"Only instead of hiking the ball, their bouncing it around" Peter grinned.

"Pfft, I could run around and bounce a ball if I wanted" Ned said with a scoff "I just choose not to is all"

"That, and you'd probably make it halfway to the other end f the court before collapsing" Peter snickered.

"Hey, if there's a spicy chilidog at the other end, I'll run that birch to the other end of the country" Ned laughed before he frowned "And now I want a chilidog"

"Well I happen to know a good chilidog place by this coffee shop that me and a few others from back at Midtown hang out at" Peter said as he adjusted the strap of his backpack.

"Really? Where?" Ned said as he grabbed Peter by the shoulders and shook him "I will hand you over every Lego Imperial Star Destroyer and Dreadnaught that I have. Old Republic Era, if you tell me where this place is!"

"Whoa, easy there Ned" Peter said as he removed the shorter teen's hands from his shoulders "Your acting like a addict trying to get a fix or something"

"I haven't had a chilidog in months since my parents started me on this weird healthy diet thing they heard about on some retreat they went on a while back" Ned whined "Now every dinner is all salads and these weird fancy French named things that look good but taste like cardboard and plastic!"

"Ah, the troubles of upper class people" Peter said with a snort "Maybe that's why half of you guys are all snobbish and testy. You eat bad food"

"Exactly" Ned said with a clap of his hands "so, too prevent me from becoming such a person, you should take me to this chilidog place, or stand. I'm not picky"

"I could..." Peter said as he tapped his chin.

"I'll also give you my three meter high reconstructed Lego Star Forge" Ned said in a serious tone "With-"

"Deal"

And with that, the two shook hands.

...

* * *

And done.

Next chapter, awkward study session and a less than stellar day at the beach...


	6. Chapter 6

answers to reviewers questions or statements:

 **Trey** : Not that I'm aware of, let's just assume that Ned took a bunch of Lego pieces and constructed his own Star Forge.

 **er kabbabaro** : No on both accounts I'm afraid.

 **Dopeenight** : So him being who he is dosent sit right with you? Good to know.

 **Lenny286** : Yes, they will be though things will be complicated because, this is Spider-man in a High School setting and when have things ever been easy for him?

 **QuantumShatter** : If you mean will betty show up, then yes she will.

 **Stormhound12** : So far he's dealt with Sandman, Rhino, Vulture, Hammerhead, Electro, Dock Ock, the Beetle, Kingpin and Hobgoblin. He's been Spider-man a little over a year, give or take a few weeks and has teamed up with a few members of the Avengers, X-Men and even the Fantastic Four.

 **Badger10** : It'll be someone else that'll act as Peter's father figure. Will he be a great role model? No, not even close but he'll be perfect for good old Spidey in helping him with how far he should go, what matters in life and when the kid gloves need to be taken off. Plus, he may teach him to be a better fighter so there's that too.

Disclaimer: I don't own any Marve or Riverdale characters seen, mentioned or used.

* * *

Peter sometimes questioned the intelligence of his Rogue's gallery. Questions how some of their plans sounded so good in their head when in reality they were so dumb and idiotic Peter wondered if the one that came up with it was dropped one too may times as a baby on their head.

"End of the line web head!"

Case and point, Flint Marko aka Sandman had decided to take a stab at Peter as he was swinging through the Bronx after school. Peter didn't even know the man had broken out of the Raft again and wouldn't have know had Flint decided to not attack Peer like he was now.

"On that note, hey Sandy can I ask you a question?" Peter said as he dodged another massive sand fist before leaping back to get some distance between him and the sand manipulating man.

"What, hoping I'll show you some mercy!?" he yelled in frustration at not being able to land a solid hit on the masked hero.

Peter shook his head as he landed on a street light and looked down at Marko "No, I was just wondering if you had any relatives outside of Big Apple. You know, people you could go visit maybe?"

Marko frowned at this "Yeah, I do. So what?"

"Well, why not head there after breaking out of jail, something I wasn't even aware that you did until you attacked me, and lie low?" Peter asked as he scratched the back of his head "I mean don't get me wrong, I'm sorta glad you didn't because this is way easier than having to hunt you down but at no point did it cross your mine to maybe hide?"

Flint blinked at this before he scowled at Peter "S-Shut up!"

"ah, so it didn't occur to you" Peter said with a nod of understanding "It's okay Marko. After getting the crap kicked out of you so many times, it's understandable common sense went with it at one point or another"

"I said... SHUT UP!" Flint said as his entire upper body formed a large sand fist and went straight towards Peter faster than the Queens born hero thought possible for the man and struck him clear into the nearby Orchard Beach.

The wall crawler's body bounced across the ground, leaving a few cracks in the sidewalk as he all but skipped towards the water before coming to a painful stop just short of the water's edge. Peter groaned in pain as he struggled to push himself back up, his chest felt like he took a slap from Colossus or Rhino before being told to bear the weight of Jameson's ego.

"Who am I kidding, even the Hulk wouldn't be able to" Peter groaned out with a weak laugh as he made it to his knees and paled as he saw where he was punched into "Oh crap..."

It was a beach... filled with sand... lots and lots of sand... the perfect place for a guy that controls sand to have a fight against someone that doesn't, namely him.

"Now this is what I call perfect!" Flint Marko's voice echoed up behind Peter, causing him to turn to see a sand cloud fly towards Peter before landing on the ground and reform itself into Flint Marko, who had the biggest smirk on his face that Peter's ever seen. He held an arm out and gestured towards the two's surroundings while any beach goers present quickly gave the two as much space as they thought they would need while the obvious tourists stuck around to watch the fight.

"Look at all this sand web head. I could cause a lot of damage with it" Flint said with a laugh.

"Or you could maybe take part in the upcoming sand castle building tournament" Peter suggested with a shaky laugh of his own as he saw Flint beginning to grow larger and larger as he sand began to pool around his feet and climb up into his body.

"Or, I could crush you into pieces" Sandman grinned as he formed a large mace the size of a car in his hand and a hammer in the other as he towered over Peter by a good twenty feet.

"You could do that too" Peter said with lenses aimed at the man before he shot a web line out and sued it to pull himself out of the way as Sandman's hammer came crashing down on the spot he was just standing in.

The force of the impact caused Peter's teeth to rattle as he swung around Sandman, shooting several web bullets at the man's colossal head, blinding him for a few seconds as he tired to come up with a plan to beat the former small time crook. Peter couldn't just beat the guy to a pulp, ever since his transformation, few things could cause Marko to feel any sort of pain and his new biology made any sort of lasting damage through conventual means all but impossible. Water was a possibility but Peter's used it so many times that even the Sandman has caught on to most of Peters tricks, such as avoiding the massive water source next to the beach.

 _'Not that it's do much, he has more than enough dry sand to negate that_ ' Peter thought as he landed in a roll before leaping out of the way of Marko's sand mace before he shot a web line towards the ground and yanked himself towards it as a section of the mace shot out from it and tried to grab Peter ' _I could try electricity, but where could I-'_

It was than that Peter noticed the nearby powerlines and a small electrical box near the parking lot. However this brief distraction provided Sandman enough time to form a massive fist of sand and send it right into Peter's body faster than he could react.

 **KOOOM!**

"GAH!" Peter yelped in pain as he was sent flying through the air and crashed into a parked car in the parking lot. The metal dug into his back and left several deep cuts and Peter once again wondering why he hasn't decided to add some sort of padding for his suit.

'Note to self, next time I team up with Hawkeye or Black Widow, ask for a spare suit I can use for myself... I'd rather take some protection than one at this rate' Peter thought as he pulled himself out of the crushed car to see Sandman stomping over to him, twice the height as any nearby light pole.

"Aww, did the bug get an owie?" Sandman mocked as he formed a large sandy sword in each hand.

"If your asking me if you can kiss it Sandy, the answer's a maybe" Peter said as he slumped against the car as Sandman scowled at him and raised both blades up to bring down on Peter before he suddenly grabbed the car with both hands and with a yell lifted it over his head, ignoring the pain coursing through his back, and threw it right into Marko.

Marko was taken back by the action and stumbled back in surprise as the car tore though his torso. Peter used that opportunity to sprint towards the power box while Sandman was forced to shrink slightly to repair the hole in his body. He snarled at Peter and grabbed the car the wall crawler used against him and threw it towards his red and blur form. Thanks to his spider-sense Peter was able to dodge the car by flipping over it... right into Sandman's outstretched arm.

 **KOOOM!**

"GAAAAHHH!" Peter yelled as he felt and heard something in his chest 'crack' as he was sent flying through the air again and landed painfully next to the small power station. He glanced up at it with blurry vision and lifted his mask to his nose to spit out the blood he could taste "Okay... step on accomplished. Now for the next part..."

Peter climbed back to his feet, ignoring the pain in is chest as he did his best to focus on Flint's massive blurry looking form. Thankfully Marko was kind enough to loudly announce where he was by yelling at him.

"How'd that feel ya creepy little freak!?"

"Your momma could hit harder than you Sandy" Peter joked before he winced as a flash of pain raced through his chest "Man, I haven't had heart burn this bad since I let the Blob goad me into a hot dog eating contest"

Sandman growled at Peter as he stomped towards him before he stopped as he noticed the powerlines over the wall crawler's body. He narrowed his eyes at Peter as he smirked "Oh, you almost got me creep. Get me to rush over there and walk right into those things and zap me!"

"Oh darn you figured out my master plan, whatever shall I do?" Peter asked dryly while on the inside he was starting to panic ' _That wasn't rally the plan but now Flint might not get any closer... unless I piss him off even more... hurray'_

Peter just hoped that he didn't get any more broken bones from this encounter.

"Oh wait, I know what I'll do" Peter said with a snap of the fingers "I'll just lie down and take a nap while you stand there like an idiot who probably wouldn't even know what to do with all the sand you have there even if someone made a picture book for you to help you. I mean, you don't strike me as the guy who graduated middle school"

Marko's face morphed into a dark rage as Peter continued to insult him.

"And while we're on the subject of middle school, is that where you get most of your ideas for robbing a place or what to make with your arms and legs? I mean really hammers? Maces? Swords? How about something creative for a change, like a elephant head or something. Now that would be kind cool, seeing a giant hardened sand elephant head rushing towards me"

"Shut up!" Marko said as he took a step towards the wall crawler, causing the ground to shake slightly from the amount of force his foot hit the ground and the weight he was carrying.

"And then there's the insults" Peter said with a shake of his head "I mean your a criminal who's been to maximum security prisons and yet your insults sound like a ten year old wrote them. I mean creep, web head, bug? Where's the 'F' bombs? Calling my mother a bitch or some other derogative term or calling out my masculinity or sexual preferences? Maybe instead of planning a 'big score' you could go ask for some tips from some of my other more hardcore baddies like Hammerhead, Beetle, the Hobgoblin or literally any petty crook I've faced lately"

"SHUT UP!" Sandman yelled as he lunged at Peter with a roar.

The arachnid based hero waited until the last possible second before he leaped out of the way to show that he was standing in front of an electrical box, causing Sandman's eyes to widen.

"Ah shi-" he muttered before he slammed into the box and a powerful current of electrical energy began to race through him, causing him to scream in pain and stand upright and right into the powerlines above him, sending even more high intensity electricity through his body.

Peter landed in a crouch and watched as sections of Flint's body began to glow cherry hot red from the electricity before it began to quickly turn to glass. Flint tried to back away but his legs had been told mostly to glass or molten sand and they quickly gave way under him. In reflex, his hand shot out and grabbed the powerlines and his weight tore one of them off the electric pole and down on to his chest, sending more electrical currents through his body. After a few seconds, Flint's screams were cut off as his head began to turn to glass and his body stop flaying about like a fish on a dry dock.

"Yeesh, that's gotta hurt" Peter said with a wince as he waited for Sandman to stop flaying about before he carefully approached the seemingly beaten criminal. After a few seconds of no response, Peter let out a sigh of relief at the man's apparent defeat and crouched down next to him "You know I gotta hand it to you Sandy, for a second there, you almost had me. I mean knocking me into an area where you had the terrain advantage was pretty smart. Too bad it was more luck then actual strategy hmm?" Peter smirked at the man's glass head before he stood up and saw several black high end government vehicles with the word 'SHIELD' on them along with an approaching Quinn Jet from what he assumed was the Raft or even the Triskelion "Ahh, the boys in blue are here... after the fighting... as usual"

Peter watched as the Quinn jet came in for a landing and opened it's rear hatch and over a dozen fully tacked up SHIELD agents poured out, all armed with the latest high end assault weapons and close in on Peter and Sandman, their weapons trained on the latter. As Peter backed away from the agents, more poured out of the vehicles and began to set up a perimeter and keep the nearby civilians back while Sandman was secured for transport.

"Thanks web head, we got it form here" the SHIELD agent said as he passed Peter who frowned in response and folded his arms across his chest.

"If I had a nickel every time one of you guys said that, I'd be as rich as Tony Stark"

The SHIELD agent frowned at this and turned back towards Peter to say something only to see that the wall crawler was gone, leaving the agent standing there in surprise before one of the other agents called out to him and told him to help with securing Sandman... again.

...

"So, what do you want to start with first?" Peter said as he sat across from Kate several hours after his less than thrilling run in with Marko.

After a quick stop at his place for a shower and a change of clothes, Peter headed over to a coffee shop that a lot of the kids from Spence hung out at. One look at the menu's prices was all Peter needed to know why no one from his school or a lot of the others around here ever went. Even Starbucks wasn't that ridiculous with it's prices for a expresso.

Kate, who was dressed in a purple top, black shorts and heels, gave Peter an annoyed glare as she folded her arms across her chest "Whatever we're learning now in class genius"

"We're learning multiple things Kate, your gonna have to narrow it down for this session" Peter replied dryly _'And here I thought Liz was bad when we started out...'_

Kate's glare darkened slightly before she sighed and avoided his gaze "I guess we can start with the bonding stuff"

Peter nodded as he reached into his bag to start retrieve the necessary books for the lesson "Alright, if that's what you want"

Kate glanced down at his bag and managed to get a quick glance at some of the covers that he had in his bag. She was a bit startled that on top of the text books they were issued in class, he had several other books that even she could tell were more advance then what they were learning. Like college level at least and some were easily twice as thick as the book that Peter pulled out and placed on the table and began to flip through the pages.

 _'Jesus, how smart is this guy?'_ she thought before she glanced back at the bag and just now noticed how full is was _'That thing's probably heavier than me and Vernonia put together'_

She doubt it was, but several of the books Peter had looked pretty heavy combined, it was wonder he could carry it with so much ease. It was than she realized that Peter was talking and di her best to focus on what he was saying, but like with their teacher, he began to use some rather complicated sounding words that she half the time struggled to spell, let alone pronounce or use for some formula.

"Fuck me I hate science…" Kate muttered quietly.

"Huh?" Peter said, looking up towards Kate with a puzzled look on hid face "Did you say something?"

"How the hell do you know so much of this crap" Kate said as she gestured towards the text book "Seriously, I look through that thing everyday and none of it sticks"

"I just..." Peter trailed off as he tried to think of an answer before shrugging "I just do"

Kate gave Peter an unimpressed look "You just do? One glance at a waste of paper and ink and you know how to break down the world or something?"

"Well I wouldn't go that far" Peter said with a nervous chuckle as he rubbed the back of his head "Though given what subject your studying and how far along you are, you could theatrically do something like that. Be even easier if you can manipulate the molecular structure of-"

"UGHH!" Kate groaned out in annoyance as she slammed her head on to the table "Use small dumb words I can understand!"

Peter blinked at this before he spoke "Read good and you'll get smart enough to undo things that make up other things"

Kate responded with a glare thrown at Peter "I was being sarcastic"

"Ah..." Peter sounded with a nod "Sorry..."

"For such a smart guy, your social skills suck ass" Kate commented dryly "Would explain your choice in friends"

At this, Peter's eyes narrowed slightly "Sorry I'd rather be around people that aren't jerks"

"Ah, the nerd has some bite when pushed" Kate said with a smirk as she leaned forward a little on the table "You learn that from Lego Neddy or Michelle's little books?"

"I don't like bullies" Peter replied with narrowed eyes.

"Aww, how Steve Rogers of you" Kate gushed before her grin fell and she leaned back in her chair "Let's get this over with. I have more important things to do then play doctor or whatever this shit is good for"

"As you command princess" Peter said with an eye roll as he turned to the chapter they're class was going through now.

"Careful Parker, it's not a good thing to piss me off" Kate warned.

Peter slammed the boy at this and looked at Kate with a pointed glare "Look, I don't have to help you with this. Believe it or not, I have a lot more important things to do then tutor someone who probably thinks her own reflection is her twin"

"First of all, fuck you, second of all, you will help me if you know what's good for you" Kate said with a glare "I can make you life at Spence hell with a few words to the right people"

Peter's response to her threat was a slow clap "Wow, now if only you put that kinda of dedication to actually learning, maybe you wouldn't be failing as bad as you are. Funny huh?"

Kate's response was a scowl as she prepared to say something before Peter beat her to it "Now, let's start off with the various bonds there are. Do try to take notes that you can read, I can't be on call to answer every question you might have and who knows it may come to a point you don't need me anymore"

"I am going to ruin you" Kate hissed as she opened up her notebook and grabbed a pencil from her purse and waited for Peter to begin.

 _'Oh this is gonna be so much fun, I can tell already'_ Peter thought with a mental eye roll.

The rest of the session went by rather unremarkably in Peter's opinion, Kate answered what few questions he had for her, he answered every one of her's and she wrote down things that she thought were important to know and asked him for clarification. The minutes ticked by as Peter covered several chapters, doing his best to explain things to the girl in a way she'd understand, in some aspects she was a lot like Liz in that regard, in other's, Peter had to break it down and explain it in a way that even someone as dumb as Rhino would understand.

Peter had to hold back a grin at the image of Rhino sitting across from him with a small text book asking for help.

"What's so funny?" Kate asked, noticing Peter's smirk as she wrote down a few definitions.

"Nothing, just remembering something funny is all" Peter said with a shrug as he turned the page.

"Oh, and what would that be? Trying to be cool and failing epically? I can see why that'd be funny" Kate said as she erased a word she misspelled.

Peter recognized a bait a lure when he saw one but darn it he couldn't resist "Nah, it was a popular cheerleader who thought she could do everything but in reality she needs others to hold her through it and give her an encouraging word here and there to make her feel special"

Kate's smirk fell as her eyes darkened slightly "...Funny"

"I thought so too" Peter said with a nod as he and Kate stared at one another, the tension growing as the seconds ticked by.

Before Peter could say anything more that would likely escalate things even more than they already have been, Kate's phone went off and she quickly pulled it out and answered the call while she turned away from Peter and stood up and took a couple of steps from the table "Veronica, what is it?"

Peter didn't hear what he could only assume was the Veronica Lodge on the other end say something, but it couldn't have been good given Kate's expression. After a few seconds she pinched the ridge of her nose and sighed loudly, far too loudly in Peter's opinion "Right... no I know... I'll talk to her later"

She then turned towards Peter "We're done for the day. Meet me back here tomorrow"

At this, Peter sighed with a nod as he placed his book back in his bag as Kate Bishop grabbed her purse and began to walk away, already forgetting his presence "Well, that could have gone- actually, I wished that did go better"

Still, at least she somewhat payed attention to what he had to say for their first tutoring session, it took Liz two for her to get the hang of it.

 _'Heh, maybe next time we can cut through the insults and jabs at each other and get right to what I'm being forced to do here... make this go by a whole lot quicker_ ' Peter thought as he shouldered his bag and made his way outside and into the bustling city that was Manhattan.

...

* * *

And done.

Next chapter, Peter continues to tutor Kate while he and Ned deal with Kade's escalating antics...


End file.
